Notification of transactions by directors

RNS Number : 0525X

Xafinity PLC

16 February 2017

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by Xafinity plc (the "Company") on 14 February 2017 (the "Prospectus") and not in reliance on this announcement. Copies of the Prospectus may, subject any applicable law, be obtained from the registered office of the Company and the Company's website, at www.xafinity.com. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

the shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in, within, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Shares are being offered and sold outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from registration requirements in Regulation S ("Regulation S") promulgated under the Securities Act.

FOR IMMEDIATE RELEASE
16 February 2017

Xafinity plc

Notification of transactions by directors/persons

discharging managerial responsibility

Xafinity plc (the "Company"), the pensions actuarial, consulting and administration business, announces the following transactions of directors or persons discharging managerial responsibility of the Company.

Grant of awards

As disclosed in the prospectus published by the Company on 14 February 2017 in connection with its initial public offering (the "Prospectus"), the following awards have been granted to executive directors of the Company pursuant to the Xafinity plc Performance Share Plan (the "Plan") upon the admission of the Company's shares to the London Stock Exchange ("Admission"):

Recipient of Award	Date of Grant	Value of award (as at Date of Grant)	Number of Ordinary Shares in the capital of the Company subject to the Award
Paul Cuff	16 February 2017	£360,000	258,992
Ben Bramhall	16 February 2017	£360,000	258,992
Mike Ainslie	16 February 2017	£262,500	188,848
Jonathan Bernstein	16 February 2017	£262,500	188,848
Totals		£1,245,000	895,680

The Awards are structured as an 'option' which gives the executive directors a right to acquire ordinary shares of 0.05 pence in the capital of the Company ("Ordinary Shares") on payment of the nominal value of each Ordinary Share (0.05 pence). The value of the Awards has been calculated by reference to the price of each Ordinary Share upon Admission, being 139 pence.

Subject to the satisfaction of the performance conditions, the executive director can exercise his option to acquire the Ordinary Shares subject to the Award once the Award has vested. The Awards will vest, in part or in full, on the announcement of the Company's results following the third anniversary of the Date of Grant, depending on the extent to which the performance conditions have been met. The achievement of the performance conditions shall be determined by the Remuneration Committee and its decision shall be final. 

Further details of the Plan, including the performance conditions for the Awards, are summarised in paragraph 9.2 of Part XIII of the Prospectus.

Acquisitions of Ordinary Shares

As detailed in the Prospectus, Tom Cross Brown acquired 35,971 Ordinary Shares and Alan Bannatyne acquired 32,374 Ordinary Shares in connection with the initial public offering of the Company at a price of 139 pence per Ordinary Share.

The notifications below, made in accordance with the requirements of the Market Abuse Regulation, provide further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Ben Bramhall
b)	Position / status	Co-Chief Executive Offier
c)	Initial notification / amendment	Initial notification
2.	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		Award over Ordinary Shares ISIN: GB00BDDN1T20
b)	Nature of the transaction		Grant of an award over Ordinary Shares pursuant to the Xafinity plc Performance Share Plan
c)	Price(s) and volume(s)		Prices(s) Volume(s) 0.05 pence (payable on exercise) 258,992 Ordinary Shares
d)	Aggregated information Aggregated volume Price		N/A
e)	Date of the transaction		16 February 2017
f)	Place of the transaction		London

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Paul Cuff
b)	Position / status	Co-Chief Executive Officer
c)	Initial notification / amendment	Initial notification
2.	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		Award over Ordinary Shares ISIN: GB00BDDN1T20
b)	Nature of the transaction		Grant of an award over Ordinary Shares pursuant to the Xafinity plc Performance Share Plan
c)	Price(s) and volume(s)		Prices(s) Volume(s) 0.05 pence (payable on exercise) 258,992 Ordinary Shares
d)	Aggregated information Aggregated volume Price		N/A
e)	Date of the transaction		16 February 2017
f)	Place of the transaction		London

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Mike Ainslie
b)	Position / status	Chief Financial Officer
c)	Initial notification / amendment	Initial notification
2.	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		Award over Ordinary Shares ISIN: GB00BDDN1T20
b)	Nature of the transaction		Grant of an award over Ordinary Shares pursuant to the Xafinity plc Performance Share Plan
c)	Price(s) and volume(s)		Prices(s) Volume(s) 0.05 pence (payable on exercise) 188,848 Ordinary Shares
d)	Aggregated information Aggregated volume Price		N/A
e)	Date of the transaction		16 February 2017
f)	Place of the transaction		London

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Jonathan Bernstein
b)	Position / status	Head of Pensions
c)	Initial notification / amendment	Initial notification
2.	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		Award over Ordinary Shares ISIN: GB00BDDN1T20
b)	Nature of the transaction		Grant of an award over Ordinary Shares pursuant to the Xafinity plc Performance Share Plan
c)	Price(s) and volume(s)		Prices(s) Volume(s) 0.05 pence (payable on exercise) 188,848 Ordinary Shares
d)	Aggregated information Aggregated volume Price		N/A
e)	Date of the transaction		16 February 2017
f)	Place of the transaction		London

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Tom Cross Brown
b)	Position / status	Non-Executive Chairman
c)	Initial notification / amendment	Initial notification
2.	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		Ordinary Shares ISIN: GB00BDDN1T20
b)	Nature of the transaction		Acquisition of Ordinary Shares
c)	Price(s) and volume(s)		Prices(s) Volume(s) 139 pence 35,971 Ordinary Shares
d)	Aggregated information Aggregated volume Price		N/A
e)	Date of the transaction		16 February 2017
f)	Place of the transaction		London

1.	Details of PDMR / person closely associated with them ('PCA')
a)	Name	Alan Bannatyne
b)	Position / status	Non-Executive Director
c)	Initial notification / amendment	Initial notification
2.	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		Ordinary Shares ISIN: GB00BDDN1T20
b)	Nature of the transaction		Acquisition of Ordinary Shares
c)	Price(s) and volume(s)		Prices(s) Volume(s) 139 pence 32,374 Ordinary Shares
d)	Aggregated information Aggregated volume Price		N/A
e)	Date of the transaction		16 February 2017
f)	Place of the transaction		London

Enquiries

Xafinity	[phone]
Paul Cuff
Financial Adviser, Bookrunner and Sole Broker
Zeus Capital	[phone]
Martin Green (Corporate Finance)
Pippa Underwood (Corporate Finance)
John Goold (Corporate Broking)
Mike Cuthbert (Sales)
Ben Robertson (Equity Capital Markets)
Financial Adviser and Sponsor
Deloitte Corporate Finance	[phone]
Chris Nicholls
Peter Stewart
Media Enquiries
Camarco	[phone]
Ed Gascoigne-Pees
Nick Hennis

Important information

Disclaimer

This announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice

This announcement is an advertisement and does not constitute a prospectus and investors must  subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus to be published by the Company (and in any supplementary prospectus) and not in reliance on this announcement.  Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM and on the Company's website. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase Shares.

This announcement is for information purposes only and is only addressed to and directed at persons in the United Kingdom who are (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"), (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it (together all such persons being referred to as "relevant persons"). Persons who are not relevant persons should not rely or act upon this announcement or any of its contents.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published.

Zeus Capital Limited ("Zeus Capital") is acting only for the Company as financial adviser, bookrunner and sole broker in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Zeus Capital or advice to any other person in relation to the matters contained herein.  Such persons should seek their own independent legal, investment and tax advice as they see fit.

Deloitte Corporate Finance, a division of Deloitte LLP ("Deloitte") is acting only for the Company as sponsor and financial adviser in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Deloitte or advice to any other person in relation to the matters contained herein.  Such persons should seek their own independent legal, investment and tax advice as they see fit.

The Shares have not been, and will not be, registered under the Securities Act or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in, within, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.  The Shares are being offered and sold outside the United States in offshore transactions within the meaning of and in accordance with the safe harbour from registration requirements in Regulation S promulgated under the Securities Act.  The Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any resident of Australia, Canada, Japan or South Africa.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, Zeus Capital and Deloitte expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

Neither Zeus Capital nor Deloitte, nor any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Zeus Capital and Deloitte, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

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