1 August 2024
Duke Capital Limited
("Duke Capital", "Duke" or the "Company")
Performance Share Awards
Issue of Equity
Director/PDMR Dealings
Duke Capital Limited (AIM: DUKE), a leading provider of hybrid capital solutions for SME business owners in Europe and North America, announces that the Company's Remuneration Committee has approved the grant of a total of 6,226,000 conditional rights to acquire ordinary shares of no par value ("PSAs") under the Company's Long-Term Incentive Plan ("LTIP"). The LTIP framework was detailed within the Company's Admission Document which was published on 20 March 2017 and was put into place post Admission.
PSAs for the financial year to 31 March 2024 have been granted as follows:
| Neil Johnson | 1,790,000 |
| Charlie Cannon Brookes | 1,790,000 |
| Other employees (non-PDMRs) | 2,646,000 |
| Total | 6,226,000 |
The PSAs vest after a period of three years and are subject to various performance conditions outlined in the Company's admission document (and available on the Company's website) and set by the Remuneration Committee, all in accordance with the LTIP rules. The PSAs will be subject to performance conditions, (50 per cent. based on growth in total shareholder return ("TSR") and 50 per cent. on growth in total cash available for distribution per share ("TCAD per Share")). TSR can be defined as the returns generated by shareholders based on the combined value of the dividends paid out by the Company and the share price performance over the period in question.
Vesting of 2021 PSAs, transfer from Employee Benefit Trust ("EBT") & Director/PDMR interests
The Company also announces that a total of 1,317,503 PSAs, previously granted under the Company's LTIP in relation to the financial year ended 31 March 2021, have vested, representing 62.5% of the PSAs granted at that time.
Following the various transactions detailed above, the following Directors / PDMRs have the following total interest in ordinary shares:
| Director/PDMR | Total ordinary shares held |
| Neil Johnson (1) | 7,423,236 |
| Charlie Cannon Brookes (2) | 10,264,688 |
(1) Mr Johnson is Abingdon Capital Corporation's sole voting shareholder which legally owns 2,123,149 ordinary shares included within this figure.
(2) Mr Cannon Brookes a Director and shareholder of Arlington Asset Management Limited ("Arlington"). This figure includes 4,000,000 ordinary shares legally owned by Arlington.
Total voting rights and EBT share issue
In order to maintain an appropriate level of headroom within the Company's EBT, the Company has issued 2,872,403 new ordinary shares into the Duke Royalty EBT, ownership of which shall be transferred, in part or in full, to individual beneficiaries, subject to achievement of the performance criteria following the vesting period. Application has been made for these 2,872,403 shares to be admitted to trading on AIM, which is expected to occur on 5 August 2024 ("Admission").
Following Admission and transfer of the 2,872,403 shares to LTIP beneficiaries, the Company will have 424,361,137 ordinary shares in issue admitted to trading on AIM, of which 7,617,600 will be held by the EBT. This figure (424,361,137) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to, their interest in the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
For further information, please visit www.dukecapital.com or contact:
| Duke Capital Limited | Neil Johnson / Charles Cannon Brookes / Hugo Evans
| +44 (0) 1481 231 816 |
| Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker) | Stephen Keys / Callum Davidson / Michael Johnson | +44 (0) 207 220 0500
|
| | | |
| Canaccord Genuity Limited (Joint Broker)
| Adam James / Harry Rees | +44 (0) 207 523 8000 |
| SEC Newgate (Financial Communications) | Elisabeth Cowell / Alice Cho / Matthew Elliott | + +44 (0) 20 3757 6882 dukecapital@secnewgate.co.uk |
Notifications of dealings by PDMRs:
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Neil Johnson | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Chief Executive Officer | ||||
| b) | Initial notification/amendment | Initial | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Duke Capital Limited | ||||
| b) | LEI | 213800GUTKPSJ39SER44 | ||||
| 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 | Ordinary shares of nil par value GG00BYZSSY63 | ||||
| b) | Nature of transaction | Grant of conditional performance share awards under LTIP | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | Award date: 1 August 2024 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Neil Johnson | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Chief Executive Officer | ||||
| b) | Initial notification/amendment | Initial | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Duke Capital Limited | ||||
| b) | LEI | 213800GUTKPSJ39SER44 | ||||
| 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 | Ordinary shares of nil par value GG00BYZSSY63 | ||||
| b) | Nature of transaction | Acquisition of ordinary shares following vesting of conditional performance share awards under LTIP | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 1 August 2024 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Charlie Cannon Brookes | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Executive Director | ||||
| b) | Initial notification/amendment | Initial | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Duke Capital Limited | ||||
| b) | LEI | 213800GUTKPSJ39SER44 | ||||
| 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 | Ordinary shares of nil par value GG00BYZSSY63 | ||||
| b) | Nature of transaction | Grant of conditional performance share awards under LTIP | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | Award date: 1 August 2024 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/persons closely associated | |||||
| a) | Name | Charlie Cannon Brookes | ||||
| 2. | Reason for notification | |||||
| a) | Position/Status | Executive Director | ||||
| b) | Initial notification/amendment | Initial | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Duke Capital Limited | ||||
| b) | LEI | 213800GUTKPSJ39SER44 | ||||
| 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 | Ordinary shares of nil par value GG00BYZSSY63 | ||||
| b) | Nature of transaction | Acquisition of ordinary shares following vesting of conditional performance share awards under LTIP | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated Information | n/a | ||||
| e) | Date of transaction | 1 August 2024 | ||||
| f) | Place of transaction | Outside a trading venue | ||||
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