Director/PDMR Shareholding and TR-1

RNS Number : 4386Z
S4 Capital PLC
24 January 2022
 

24 January 2022

S4 Capital plc

("S4Capital" or the "Company")

Notification of a transaction by a Person Closely Associated ("PCA") of a Person Discharging Managerial Responsibilities ("PDMR") and TR-1

 

The Company was notified on 21 January 2022 that SEF4 Investment SCSp had transferred directly to one of its investors 1,435,862 ordinary shares of 0.25p each in the capital of the Company ("Shares") (0.26% of the entire issued share capital of the Company). SEF4 Investment SCSp is deemed to be a PCA of Daniel Pinto, a Non-Executive Director of  S 4 Capital, because  SEF4 Investment SCSp is managed by Stanhope Capital, of which Daniel Pinto is the Chief Executive .

 

Following the above transfer, SEF4 Investment SCSp continues to hold 36,375,362 Shares, representing approximately 6.55% of the entire issued share capital of the Company.  

The Notification of Dealing Form and TR-1 can be found below. This notification is made in accordance with the requirements of the Market Abuse Regulation.

 

1

Details of the person discharging managerial responsibilities/person closely associated  

a)

Name

 

 

SEF4 Investment SCSp

2

Reason for the Notification

 

a)

Position/status

 

PCA of non-executive director Daniel Pinto

b)

Initial notification/ Amendment

 

Initial

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

Name

 

S4 Capital plc

b)

LEI

 

LEI: 21380068SP9V65KPQN68

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

Description of the financial instrument, type of instrument

Ordinary shares of 25 pence each

 

 

Identification code

GB00BFZZM640

b)

Nature of the transaction

 

Share sale

 

c)

Price(s) and volume(s)

 

Price

Volume

£NIL (non-cash consideration)

1,435,862

d)

Aggregated information

 

Aggregated volume

 

 Aggregate Price

Aggregate

volume

Aggregate total

£NIL (non-cash consideration)

1,435,862

£N/A

e)

Date of the transaction

 

20 January 2022

f)

Place of the transaction

 

London

           

 

 

  TR-1: Standard form for notification of major holdings

 1. Issuer Details

ISIN

GB00BFZZM640

Issuer Name

S4 CAPITAL PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

SEF4 Investment SCSp

City of registered office (if applicable)

Luxembourg

Country of registered office (if applicable)

Luxembourg 

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

 

City of registered office (if applicable)

 

Country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached

20-Jan-2022

6. Date on which Issuer notified

21-Jan-2022

7. Total positions of person(s) subject to the notification obligation

 

% of voting rights attached to shares (total of 8.A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer

Resulting situation on the date on which threshold was crossed or reached

6.55

0

6.55

555,464,514

Position of previous notification (if applicable)

 

 

 

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)

Number of direct voting rights (DTR5.1)

Number of indirect voting rights (DTR5.2.1)

% of direct voting rights (DTR5.1)

% of indirect voting rights (DTR5.2.1)

GB00BFZZM640

36,375,362

 

6.55%

0

Sub Total 8.A

36,375,362

6.55%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument

Expiration date

Exercise/conversion period

Number of voting rights that may be acquired if the instrument is exercised/converted

% of voting rights

 

 

 

 

 

Sub Total 8.B1

 

 

 

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument

Expiration date

Exercise/conversion period

Physical or cash settlement

Number of voting rights

% of voting rights

 

 

 

 

 

 

Sub Total 8.B2

 

 

 

9. Information in relation to the person subject to the notification obligation

1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer

 

Ultimate controlling person

Name of controlled undertaking

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

 

 

 

 

 

10. In case of proxy voting

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

11. Additional Information

 Contact: Danny Brower

Telephone Number : +44 (0)20 7725 1800

12. Date of Completion

21-Jan-2022

13. Place Of Completion

London, United Kingdom

 

 

 

 

 

Enquiries:

S4 Capital plc  Tel: +44 (0)20 3793 0003

Sir Martin Sorrell (Executive Chairman)

Powerscourt   Tel: +44 (0)7713 246 126

(PR Adviser to S4 Capital plc)

 

  Jane Glover

 

About S 4 Capital

 

S 4 Capital (SFOR.L) is the tech-led, new age/new era digital advertising and marketing   services company, established by Sir Martin Sorrell in May 2018.

 

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial-driven influencer brands. This will be achieved by integrating leading businesses in three practice areas: content, data&digital media and technology services, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

 

Digital is by far the fastest-growing segment of the advertising market. S 4 Capital estimates that in 2021 digital accounted for approximately 60% or $420-450 billion of total global advertising spend of $700-750 billion (excluding over $500 billion of trade promotion marketing, the primary target of the Amazon advertising platform) and projects that by 2022 total global advertising spend will expand to $770-850 billion and digital's share will grow to approximately 65% and by 2024 to approximately 70%, accelerated by the impact of covid-19.

 

In 2018, S 4 Capital combined with MediaMonks, the leading AdAge A-listed creative digital   content production company led by Victor Knaap and Wesley ter Haar, and then with   MightyHive, the market-leading digital media solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin. Since then, MediaMonks and MightyHive have combined with more than 25 companies across content, data&digital media and technology services. For a full list, please see the S 4 Capital   website . In August 2021, S 4 Capital launched its unitary brand by merging MediaMonks and MightyHive into Media.Monks, represented by a dynamic logo mark that features MightyHive's iconic hexagon. As the operational brand, Media.Monks underpins S 4 Capital's agility, digital knowledge and efficiency and is the next step in delivering on its foundational promise to unify content, data&digital media and technology services.

 

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Mary Basterfield and Scott Spirit all joined the S 4 Capital Board as Directors. The S 4 Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly, Peter Rademaker and Miles Young.

 

The Company now has well over 7,500 people in 33 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a current market capitalisation of approximately £3.0 billion (c.$4.0 billion) and would rank inside the FTSE 150. It achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry. Sir Martin was CEO of WPP for 33 years, building it from a £1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalisation of over £16 billion on the day he left. Today its market capitalisation is £13.8 billion. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.

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