S4 CAPITAL PLC
("S4 Capital" or the "Company")
Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
On 28 March 2024, in accordance with the terms of Mary Basterfield's appointment, the Nomination and Remuneration Committee of S4 Capital granted market value options over 616,620 ordinary shares of £0.25 each ("Shares") in the Company ("Options") and a conditional share award over 616,621 Shares ("Award") under the Company's Employee Share Ownership Plan (together, the "Grant") to Mary Basterfield, a PDMR. No consideration was paid for the Grant.
The Options are exercisable at a price of 40.54 pence per Share, equivalent to the 30-day volume weighted average price per Share on the date of grant. The Grant will vest on 2 August 2026, being the fourth anniversary of the first annual grant made to Mary Basterfield under the terms of her appointment, subject to the Company's determination that the applicable performance conditions have been satisfied.
The Company additionally announced that on 28 March 2024, the Nomination and Remuneration Committee made the following conditional award under the Employee Share Ownership Plan 2023 Long Term Incentive Plan (the "LTIP") to Jean-Benoit Berty, a PDMR of the Company. No consideration was paid for the grant of the LTIP award.
The LTIP award comprises a premium priced Options over 924,930 Shares and a conditional share award over 924,931 Shares. The Options are exercisable at a price of 200 pence per Share.
The LTIP award was made on 28 March 2024 based on a price of 40.54 pence per Ordinary Share (equivalent to the 30-day volume weighted average price per Share prior to the date of grant). The vesting of the LTIP award is subject to the continued employment of the PDMR, malus and clawback provisions and the satisfaction of performance conditions set by the Nomination and Remuneration Committee, and normally vests on the later of the third anniversary of the date of grant and the determination of the performance conditions.
Both the Grant and the LTIP award are being issued as part of a long-term equity incentive plan to ensure Mary and Jean-Benoit have a significant share interest in the Company which aligns with the other executive directors and shareowners more generally, while being subject to the achievement of certain performance conditions.
This notification is made under Article 19(1) of the EU Market Abuse Regulation 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). The information set out below is provided in accordance with the requirements of Article 19(3) of MAR.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Mary Basterfield | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Group Chief Financial Officer / 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 | S4 Capital plc | ||||||
| b) | 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 and identification code | Description: Ordinary shares of 25 pence each (Ordinary Shares) ID Code: GB00BFZZM640 | ||||||
| b) | Nature of the transaction
| Grant of options over Ordinary Shares in the Company and conditional share award over Ordinary Shares in the Company. | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Volume - Price - Total | | ||||||
| e) | Date of the transaction | 28 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Jean-Benoit Berty | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Chief Operating Officer / PDMR | ||||||
| b) | Initial notification /Amendment | Initial notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | S4 Capital plc | ||||||
| b) | 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 and identification code | Description: Ordinary shares of 25 pence each (Ordinary Shares) ID Code: GB00BFZZM640 | ||||||
| b) | Nature of the transaction
| Grant of options over Ordinary Shares in the Company and conditional share award over Ordinary Shares in the Company. | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Volume - Price - Total | | ||||||
| e) | Date of the transaction | 28 March 2024 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
Tim Maw
Deputy Company Secretary
+44 (0) 20 3793 0003
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