21 August 2024
SysGroup plc
("SysGroup", the "Group", or the "Company")
Grant of Options and Director/PDMR Dealings
SysGroup plc (AIM:SYS), the technology partner for delivery and management of cloud, data and security services to power Artificial Intelligence ("AI") and Machine Learning ("ML") transformation, announces that on 20 August 2024 the Remuneration Committee of the Board of Directors made share awards over 2,489,846 ordinary shares of £0.01 each under the SysGroup plc Performance Share Plan ("PSP") and 300 conditional share awards under the SysGroup plc Value Creation Plan ("VCP") (together, the "Plans"). These Plans were approved by shareholders at the general meeting on 24 June 2024 and have subsequently been adopted by the Board.
The structure of the Plans is as set out in the announcement made by the Group on 6 June 2024.
Under the VCP, participants will subscribe to conditional share awards, which consist of A ordinary shares of £0.01 each in a wholly owned subsidiary holding company, SysGroup Holding (No 1) Limited (company number 15880286). The subscription price for these shares has been determined based on the Unrestricted Market Value of the shares, as calculated by an independent adviser, for UK tax PAYE best estimate purposes.
Participants in the VCP have also received awards under the PSP which take the form of nil cost options over ordinary shares in the Company, and which vest subject to performance against financial targets over a three year period. The PSP awards will not be exercisable until 26 June 2029, the measurement date of the VCP. If the VCP awards vest, a corresponding reduction will be made to the number of shares that vest under the PSP awards to ensure that participants benefit from only one of the Plans.
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
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| a)
| Name
| Heejae Chae
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| 2
| Reason for the notification
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| a)
| Position/status
| Group Executive Chairman | |||
| b)
| Initial notification /Amendment
| Initial | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| SysGroup plc | |||
| b)
| LEI
| 213800D18GPZZJR9SH55 | |||
| 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
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| a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 1 pence each ("Ordinary Shares") | |||
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| Identification code | GB00BYT18182 | ||||
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| b)
| Nature of the transaction
| Conditional share award under VCP; and Share option awards under the PSP | |||
| c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| £1,746.666666666667
£0.01
| 90 A ordinary shares of £0.01 each in the issued share capital of SysGroup Holding (No 1) limited pursuant to the VCP
582,633 ordinary shares under the PSP |
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| d)
| Aggregated information |
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| - Aggregated volume | N/A | ||||
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| - Price |
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| e)
| Date of the transaction
| 20 August 2024 | |||
| f)
| Place of the transaction
| Off market | |||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| Owen Phillips | |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Group Financial Officer | |||
| b)
| Initial notification /Amendment
| Initial | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| SysGroup plc | |||
| b)
| LEI
| 213800D18GPZZJR9SH55 | |||
| 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 | Ordinary Shares of 1 pence each ("Ordinary Shares") | |||
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| Identification code | GB00BYT18182 | ||||
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| b)
| Nature of the transaction
| Conditional share award under VCP; and Share option awards under the PSP | |||
| c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
| |
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| £1,746.666666666667
£0.01
| 35 A ordinary shares of £0.01 each in the issued share capital of SysGroup Holding (No 1 Limited) pursuant to the VCP
210,084 PSP share options under the PSP |
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| d)
| Aggregated information |
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| - Aggregated volume | N/A | ||||
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| - Price |
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| e)
| Date of the transaction
| 20 August 2024 | |||
| f)
| Place of the transaction
| Off market | |||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| Wendy Baker
| |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| Company Secretary and General Counsel | |||
| b)
| Initial notification /Amendment
| Initial | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| SysGroup plc | |||
| b)
| LEI
| 213800D18GPZZJR9SH55 | |||
| 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 | Ordinary Shares of 1 pence each ("Ordinary Shares") | |||
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| | ||||
| Identification code | GB00BYT18182 | ||||
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| ||||
| b)
| Nature of the transaction
| Conditional share award under VCP; and Share option awards under the PSP | |||
| c)
| Price(s) and volume(s) |
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|
| Price(s) | Volume(s) |
| |
|
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| £1,746.666666666667
£0.01 | 35 A ordinary shares of £0.01 each in the issued share capital of SysGroup Holding (No 1 ) Limited pursuant to the VCP
149,860 PSP share options under the PSP
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| d)
| Aggregated information |
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| - Aggregated volume | N/A | ||||
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| - Price |
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| e)
| Date of the transaction
| August 2024 | |||
| f)
| Place of the transaction
| Off market | |||
| For further information, please contact: |
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| SysGroup plc | Tel: 0333 101 9000 |
| Heejae Chae, Executive Chairman | |
| Owen Phillips, Chief Financial Officer | |
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| Zeus (Nominated Adviser and Broker) | Tel: 0161 831 1512 |
| Jordan Warburton | |
| Nick Cowles | |
| Alex Campbell-Harris | |
| Nick Searle | |
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