Director shareholding related to pre-IPO awards
Network International Holdings Plc
ACQUISITION OF SHARES UNDER ACCELERATED VESTING OF A PORTION OF PRE-IPO CASH AWARDS
Network International Holdings plc (LSE: NETW) (the Company) has on 7thSeptember 2020 (the Acquisition Date), accelerated the vesting of a portion of the final tranche of the pre-IPO cash awards for the Group CEO and the Group CFO on the condition that they acquire ordinary shares in the Company (the Shares). This is in line with the corresponding ordinary resolution which was voted in favour (99.78%) by shareholders at the Annual General Meeting. The wider leadership team was since then invited to participate in this programme on similar terms.
The number of shares acquired by each PDMR are summarised below:
|
Name |
Number of Shares Acquired |
|
Simon Haslam |
200,295 |
|
Rohit Malhotra |
167,536 |
|
Samer Soliman |
171,565 |
|
Andrew Key |
79,348 |
The acquired Shares will be subject to a holding period and released on the same terms and conditions as the relevant portion of the pre-IPO cash awards for which vesting was accelerated.
Participants will be entitled to dividends equivalent by reference to dividend record dates between the Acquisition Date and the expiry of the holding period, but released to each PDMR at the end of the holding period.
Considering the recent acquisition of DPO Group and the terms of the non-pre-emptive equity placing, the Remuneration Committee (the Committee) determined that the share price at which equity was raised through an accelerated book building process at £4.10 (the ABB price), was a fair and appropriate price for the acquisition of the Shares for both shareholders and management. It shows commitment to investment in the equity of the Company on the same basis as third party investors and it supports the Committee's desire for management to make a material long-term equity investment in the businesses they manage. It should be noted that this is a change of approach in determining the number of Shares from previously disclosed in April 2020 (i.e. an average of up to 30 trading days preceding the Acquisition Date) as at that time the share price was considerably lower than the ABB price.
A copy of the FCA notification form in respect of the acquisition of shares by each PDMR, as required under the EU Market Abuse Regulation and in the prescribed format, is set out below.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014.
|
1 |
Details of PDMR |
|
|
a. |
Name |
Simon Haslam |
|
2 |
Reason for Notification |
|
|
a. |
Position / Status |
Group Chief Executive Officer |
|
b. |
Initial Notification / Amendment |
Initial Notification |
|
3 |
Details of the Issuer |
|
|
a. |
Name |
Network International Holdings Plc |
|
b. |
Legal Entity Identifier |
213800VRNKWENNLKK60 |
|
4 |
Details of the Transaction(s) |
|
|
a. |
Description of the Financial Instrument |
Shares |
|
b. |
Identification Code |
GB00BH3VJ782 |
|
c. |
Nature of the Transaction |
Acquisition of Shares in line with ordinary resolution 20, as approved by shareholders at the AGM. |
|
d. |
Date & Place of Transaction |
7 September 2020, London Stock Exchange, Main Market (XLON) |
|
e. |
Price(s) and Volume(s) |
Price Volume |
|
|
|
£ 4.10 200,295 Ordinary Shares |
|
f. |
Additional information |
|
|
|
- Aggregated volume |
N/A Single transaction |
|
|
- Aggregated price |
N/A Single transaction |
|
|
|
|
|
1 |
Details of PDMR |
|
|
a. |
Name |
Rohit Malhotra |
|
2 |
Reason for Notification |
|
|
a. |
Position / Status |
Group Chief Financial Officer |
|
b. |
Initial Notification / Amendment |
Initial Notification |
|
3 |
Details of the Issuer |
|
|
a. |
Name |
Network International Holdings Plc |
|
b. |
Legal Entity Identifier |
213800VRNKWENNLKK60 |
|
4 |
Details of the Transaction(s) |
|
|
a. |
Description of the Financial Instrument |
Shares |
|
b. |
Identification Code |
GB00BH3VJ782 |
|
c. |
Nature of the Transaction |
Acquisition of Shares in line with ordinary resolution 20, as approved by shareholders at the AGM. |
|
d. |
Date & Place of Transaction |
7 September 2020, London Stock Exchange, Main Market (XLON) |
|
e. |
Price(s) and Volume(s) |
Price Volume |
|
|
|
£ 4.10 167,536 Ordinary Shares |
|
f. |
Additional information |
|
|
|
- Aggregated volume |
N/A Single transaction |
|
|
- Aggregated price |
N/A Single transaction |
|
|
|
|
|
1 |
Details of PDMR |
|
|
a. |
Name |
Samer Soliman |
|
2 |
Reason for Notification |
|
|
a. |
Position / Status |
Managing Director - Middle East |
|
b. |
Initial Notification / Amendment |
Initial Notification |
|
3 |
Details of the Issuer |
|
|
a. |
Name |
Network International Holdings Plc |
|
b. |
Legal Entity Identifier |
213800VRNKWENNLKK60 |
|
4 |
Details of the Transaction(s) |
|
|
a. |
Description of the Financial Instrument |
Shares |
|
b. |
Identification Code |
GB00BH3VJ782 |
|
c. |
Nature of the Transaction |
Acquisition of Shares under the accelerated vesting of a portion of their pre-IPO awards. |
|
d. |
Date & Place of Transaction |
7 September 2020, London Stock Exchange, Main Market (XLON) |
|
e. |
Price(s) and Volume(s) |
Price Volume |
|
|
|
£ 4.10 171,565 Ordinary Shares |
|
f. |
Additional information |
|
|
|
- Aggregated volume |
N/A Single transaction |
|
|
- Aggregated price |
N/A Single transaction |
|
1 |
Details of PDMR |
|
|
a. |
Name |
Andrew Key |
|
2 |
Reason for Notification |
|
|
a. |
Position / Status |
Managing Director - Africa |
|
b. |
Initial Notification / Amendment |
Initial Notification |
|
3 |
Details of the Issuer |
|
|
a. |
Name |
Network International Holdings Plc |
|
b. |
Legal Entity Identifier |
213800VRNKWENNLKK60 |
|
4 |
Details of the Transaction(s) |
|
|
a. |
Description of the Financial Instrument |
Shares |
|
b. |
Identification Code |
GB00BH3VJ782 |
|
c. |
Nature of the Transaction |
Acquisition of Shares under the accelerated vesting of a portion of their pre-IPO awards. |
|
d. |
Date & Place of Transaction |
7 September 2020, London Stock Exchange, Main Market (XLON) |
|
e. |
Price(s) and Volume(s) |
Price Volume |
|
|
|
£ 4.10 79,348 Ordinary Shares |
|
f. |
Additional information |
|
|
|
- Aggregated volume |
N/A Single transaction |
|
|
- Aggregated price |
N/A Single transaction |
Enquiries
|
Network International |
|
|
Amie Gramlick: Head of Investor Relations |
|
|
|
|
|
Finsbury |
|
|
James Leviton, Rob Allen: Media Relations |
|
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