2 November 2023
MS INTERNATIONAL plc
(the "Company")
Grant of options and awards
Director/PDMR Shareholding
The Company announces that on 31 October 2023, it granted options over a total of 117,900 ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") to certain directors and employees pursuant to the Company Share Option Plan ("CSOP"). The Company also announces that on the same day, it granted phantom awards over 100,000 notional shares to Roger Lane-Smith, Non-Executive Director of the Company.
Grants under the CSOP
Options over 117,900 Ordinary Shares (the "Options") have been granted under the CSOP, exerciseable at a price of 720p, being the share price at the time of grant. The Options will vest as to one third on each of the third, fourth and fifth anniversaries of the award date. Vested options will expire if they have not been exercised after ten years from the date of grant.
Details of the grants of options over Ordinary Shares to persons discharging managerial responsibilities are set out in the table below.
| Name and position | Number of CSOP options granted |
| Michael Bell, Executive Chairman | 4,150 |
| Michael O'Connell, Finance Director | 4,150 |
| Nicholas Bell, Executive Director | 4,150 |
| David Hansell, Non-executive Director | 4,150 |
As noted in the Company's 2023 annual report, in addition to his role as a Non-executive Director, David Hansell provides commercial and leadership services to the Company's Defence division. Accordingly, CSOP options have been granted to him to reflect his contribution to the future development of this division.
Following the grants, options over 1,072,693 Ordinary Shares will be in issue, representing approximately 6.6% of the Company's issued share capital (excluding Ordinary Shares held in treasury).
Grant of phantom award
The Company has granted a phantom award in respect of 100,000 notional shares, exercisable at nil value, to Roger Lane-Smith to reflect his significant contribution to the Board, and the Company's progess and international development, and in order to retain and incentivise future service to the Company (the "Phantom Award"). The Phantom Award will be cash-settled in reference to the share price on the date of exercise. The vesting of the phantom award is subject to continued service and will only vest in the event of a future change of control of the Company. The Phantom Awards will lapse if they have not vested within 10 years of grant.
Related Party Transaction
The grant of the Phantom Award to Roger Lane-Smith, as a director of the Company, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The Company's directors who are independent of the related party transaction (being all of the directors other than Roger Lane-Smith) consider, having consulted with the Company's Nominated Adviser, Shore Capital, that the terms of the related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned.
The notifications below, made in accordance with the requirements of the UK Market Abuse Regulation, provide further details.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Mr Michael Bell | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status
| Executive Chairman
| ||||
| b)
| Initial notification /Amendment
| Initial notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| MS INTERNATIONAL plc | ||||
| b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||
| 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
Identification code
| Options over ordinary shares of 10 pence each
ISIN: GB0005957005 | ||||
| b)
| Nature of the transaction
| Grant of CSOP options
| ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: N/A
Aggregated price: N/A | ||||
| e)
| Date of the transaction
| 31 October 2023 | ||||
| f)
| Place of the transaction
| Off market transaction | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Mr Michael O'Connell | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status
| Finance Director
| ||||
| b)
| Initial notification /Amendment
| Initial notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| MS INTERNATIONAL plc | ||||
| b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||
| 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
Identification code
| Options over ordinary shares of 10 pence each
ISIN: GB0005957005 | ||||
| b)
| Nature of the transaction
| Grant of CSOP options
| ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: N/A
Aggregated price: N/A | ||||
| e)
| Date of the transaction
| 31 October 2023 | ||||
| f)
| Place of the transaction
| Off market transaction | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Mr Nicholas Bell | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status
| Executive Director
| ||||
| b)
| Initial notification /Amendment
| Initial notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| MS INTERNATIONAL plc | ||||
| b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||
| 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
Identification code
| Options over ordinary shares of 10 pence each
ISIN: GB0005957005 | ||||
| b)
| Nature of the transaction
| Grant of CSOP options
| ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: N/A
Aggregated price: N/A | ||||
| e)
| Date of the transaction
| 31 October 2023 | ||||
| f)
| Place of the transaction
| Off market transaction | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Mr David Hansell | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status
| Non-executive Director
| ||||
| b)
| Initial notification /Amendment
| Initial notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| MS INTERNATIONAL plc | ||||
| b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||
| 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
Identification code
| Options over ordinary shares of 10 pence each
ISIN: GB0005957005 | ||||
| b)
| Nature of the transaction
| Grant of CSOP options
| ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: N/A
Aggregated price: N/A | ||||
| e)
| Date of the transaction
| 31 October 2023 | ||||
| f)
| Place of the transaction
| Off market transaction | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Mr Roger Lane-Smith | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status
| Non-executive Director
| ||||
| b)
| Initial notification /Amendment
| Initial notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| MS INTERNATIONAL plc | ||||
| b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||
| 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
Identification code
| Phantom award over notional shares (right to cash equivalent value of Ordinary Shares)
ISIN: GB0005957005 | ||||
| b)
| Nature of the transaction
| Grant of phantom award
| ||||
| c)
| Price(s) and volume(s) |
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price
|
Aggregated volume: N/A
Aggregated price: N/A | ||||
| e)
| Date of the transaction
| 31 October 2023 | ||||
| f)
| Place of the transaction
| Off market transaction | ||||
For further information please contact:
MS INTERNATIONAL plc Tel: +44 (0)13 0232 2133
Michael Bell
Shore Capital
Nomad and Broker Tel: +44 (0)20 7408 4090
Patrick Castle/Daniel Bush/Lucy Bowden
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