| One Waterside Drive Arlington Business Park Reading Berks RG7 4SW
2 August 2024
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COHORT PLC
("Cohort" or "the Company")
Director Shareholdings
Cohort plc wishes to notify the following changes in the interests of directors of the Company in ordinary shares of 10 pence ("Ordinary Shares") in relation to the vesting of the Executive Long Term Incentive Plan 2021 ("LTIP") share awards.
Vesting of Share Awards
On 31 July 2024, Ordinary Shares that had vested in accordance with the rules of the LTIP, and the performance conditions set, were transferred to the executive directors of the Company (the "Vested Shares") at nil cost. Sufficient of the Vested Shares were immediately sold at a price of £8.3558 to cover the tax and National Insurance Contribution ("NIC") liabilities due, resulting in a number of Ordinary Shares retained ("Retained Shares") The Retained Shares are additionally subject to a two-year post-vesting holding period and will be held in a custodian nominee account.
The following table sets out the details of the Vested Shares and Retained Shares:
| Cash sum settled pursuant to the Director | Cash sum settled pursuant to LTIP | Total number of Vested Shares | Number of shares sold to cover tax and NIC liabilities | Total number of Retained Shares |
| AS Thomis | £9,160.14 | 3,681 | 1,737 | 1,944 |
| SR Walther | £7,166.51 | 2,880 | 1,359 | 1,521 |
The vesting of the LTIP awards was dependent on performance against organic growth and total growth targets, equally weighted, measured over a three-year period:
| Vesting Conditions: | |
| · Up to 50% based on organic CAGR over 3 years between: | 3% to 8% |
| · Up to 50% based on total CAGR over 3 years between: | 3% to 13% |
| Vesting conditions attained: | |
| · 0% based on organic growth over 3 years | 2.37% |
| · 8.43% based on total CAGR over 3 years | 4.69% |
Further details regarding the LTIP and associated performance conditions can be found in the Company's Annual Report and Accounts.
Director Shareholdings
Following completion of the transactions detailed above, the interests of Mr Thomis and Mr Walther and their connected persons in the Ordinary Shares are as follows:
| Director | Ordinary Shares* | % of the total issued share capital |
| AS Thomis | 257,892
| 0.62 |
| SR Walther | 233,421 | 0.56 |
*Not including unvested shares under both the Restricted Share Scheme
| NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Andrew Thomis |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive |
| b) | Initial notification/amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Full name of the entity | Cohort plc |
| b) | Legal Entity Identifier Code | 213800WE61C73LZZNW11 |
| 4 | Details of the transaction(s) | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares in Cohort plc with a nominal value of 10 pence each |
| b) | Identification Code | GB00B0YD2B94 |
| c) | Nature of the transaction | Vesting of shares under the Cohort plc LTIP and transfer to a custodian nominee account. |
| d) | Currency | GBP - British Pound |
| e) | Price(s) and Volume(s) | 3,681 Ordinary Shares at £0.00 |
| f) | Aggregated Information - Price - Volume - Total | N/A |
| g) | Date of transaction | 31 July 2024 |
| h) | Place of transaction | Outside of a Main Market |
| NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Andrew Thomis |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive |
| b) | Initial notification/amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Full name of the entity | Cohort plc |
| b) | Legal Entity Identifier Code | 213800WE61C73LZZNW11 |
| 4 | Details of the transaction(s) | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares in Cohort plc with a nominal value of 10 pence each |
| b) | Identification Code | GB00B0YD2B94 |
| c) | Nature of the transaction | Sale of vested shares to cover tax and NIC liabilities |
| d) | Currency | GBP - British Pound |
| e) | Price(s) and Volume(s) | 1,737 Ordinary Shares at £8.3558 |
| f) | Aggregated Information - Price - Volume - Total | N/A |
| g) | Date of transaction | 31 July 2024 |
| h) | Place of transaction | London Stock Exchange - AIM |
| NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Simon Walther |
| 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) | Full name of the entity | Cohort plc |
| b) | Legal Entity Identifier Code | 213800WE61C73LZZNW11 |
| 4 | Details of the transaction(s) | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares in Cohort plc with a nominal value of 10 pence each |
| b) | Identification Code | GB00B0YD2B94 |
| c) | Nature of the transaction | Vesting of shares under the Cohort plc LTIP and transfer to a custodian nominee account |
| d) | Currency | GBP - British Pound |
| e) | Price(s) and Volume(s) | 2,880 Ordinary Shares at £0.00 |
| f) | Aggregated Information - Price - Volume - Total | N/A |
| g) | Date of transaction | 31 July 2024 |
| h) | Place of transaction | Outside of a Main Market |
| NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Simon Walther |
| 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) | Full name of the entity | Cohort plc |
| b) | Legal Entity Identifier Code | 213800WE61C73LZZNW11 |
| 4 | Details of the transaction(s) | |
| a) | Description of the financial instrument, type of instrument | Ordinary shares in Cohort plc with a nominal value of 10 pence each |
| b) | Identification Code | GB00B0YD2B94 |
| c) | Nature of the transaction | Sale of vested shares to cover tax and NIC liabilities |
| d) | Currency | GBP - British Pound |
| e) | Price(s) and Volume(s) | 1,359 Ordinary Shares at £8.3558 |
| f) | Aggregated Information - Price - Volume - Total | N/A |
| g) | Date of transaction | 31 July 2024 |
| h) | Place of transaction | London Stock Exchange - AIM |
ENDS
For further information please contact:
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Cohort plc |
0118 909 0390 |
| Andrew Thomis, Chief Executive |
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| Simon Walther, Finance Director |
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| Emily McBride, Group Head of Marketing and Corporate Communications | |
| Raquel McGrath, Company Secretary | |
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Investec Bank Plc (NOMAD and Broker) |
020 7597 5970 |
| Carlton Nelson, Christopher Baird |
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MHP |
020 3128 8276 |
| Reg Hoare, Ollie Hoare, Hugo Harris | |
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NOTES TO EDITORS
Cohort plc (www.cohortplc.com) is the parent company of six innovative, agile and responsive businesses based in the UK, Germany and Portugal, providing a wide range of services and products for domestic and export customers in defence and related markets.
Cohort (AIM: CHRT) was admitted to London's Alternative Investment Market in March 2006. It has headquarters in Reading, Berkshire and employs in total over 1,300 core staff there and at its other operating company sites across the UK, Germany, and Portugal.
The group is split into two segments - Communications and Intelligence, and Sensors and Effectors:
Communications and Intelligence
· EID designs and manufactures advanced communications systems for naval and military customers. Cohort acquired a majority stake in June 2016. www.eid.pt
· MASS is a specialist data technology company serving the defence and security markets, focused on electronic warfare, digital services, and training support. Acquired by Cohort in August 2006. www.mass.co.uk
· MCL designs, sources, and supports advanced electronic and surveillance technology for UK end users including the MOD and other government agencies. MCL has been part of the Group since July 2014. www.marlboroughcomms.com
Sensors and Effectors
· Chess Dynamics offers surveillance, tracking and fire-control systems to the defence and security markets. Chess has been part of the Group since December 2018. www.chess-dynamics.com
· ELAC SONAR supplies advanced sonar systems and underwater communications to global customers in the naval marketplace. Acquired by Cohort in December 2020. www.elac-sonar.de
· SEA delivers and supports technology-based products for the defence and transport markets alongside specialist research and training services. Acquired by Cohort in October 2007. www.sea.co.uk
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