Charles
Taylor plc (“the Company”)
NOTIFICATION OF DIRECTOR/PDMR
SHAREHOLDING
THE COMPANY’S INCENTIVE PLANS
The Company announces that outstanding share awards granted
under the Charles Taylor Deferred Annual Bonus Plan (DABP), the
Charles Taylor Long Term Incentive Plans (LTIP) and the Charles
Taylor Sharesave Scheme (Sharesave) have vested and, where
relevant, became exercisable on 16 January 2020. Awards have
vested as a result of the Court sanction of the Scheme of
Arrangement as announced on 16 January
2020 pursuant to which the acquisition of the entire issued
share capital of the Company by Jewel BidCo Limited at a price of
345p per share will be implemented. Accordingly, the executive
directors and other Persons Discharging Managerial Responsibility
(PDMRs) listed below have become the legal and beneficial owners of
ordinary shares of 1p each in the Company (Shares) as shown. Such
Shares will be transferred to Jewel BidCo Limited pursuant to the
Scheme of Arrangement in the same manner as applies to Shares held
by all other Company shareholders. Following such transfers, the
executive directors and other PDMRs will have no remaining
interests in Shares.
The table below shows the number of shares in respect of which
awards vested under each incentive plan, which were either issued
directly to the recipients, or transferred into the recipients’
names by the Trustee of the Charles Taylor Employees’ Share
Ownership Plan, in each case in the same manner as other
participants in the incentive plans:
| Executive Director: |
DABP - number of shares
vesting:(i) |
LTIP – number of shares
vesting:(ii) |
Sharesave – number of shares
vesting:(iii) |
| David Marock |
90,130 |
141,571 |
1,365 |
| Damian Ely |
26,816 |
58,283 |
1,365 |
| Mark Keogh |
15,230 |
60,922 |
N/A |
|
|
|
|
| PDMR: |
DABP – number of shares
vesting: |
LTIP – number of shares
vesting: |
Sharesave – number of shares
vesting: |
| Suzanne Deery |
49,017 |
11,705 |
1,365 |
| Jeremy Grose |
147,843 |
13,770 |
1,365 |
| Alistair Hardie |
N/A |
9,591 |
N/A |
| Ivan Keane |
28,472 |
11,705 |
1,365 |
| Jeffrey More |
36,139 |
11,705 |
N/A |
| Jason Sahota |
65,355 |
31,920 |
N/A |
| Richard Wood |
69,814 |
11,705 |
1,167 |
| Richard Yerbury |
81,842 |
28,673 |
N/A |
Notes
- In accordance with the rules of the DABP, and as more fully
described in the circular sent to Company shareholders in
connection with the Scheme of Arrangement, DABP awards vested in
full.
- The LTIP awards have vested as follows:
- LTIP 2017 Grant: the vesting of awards was subject to
performance conditions and time prorating which resulted in the
awards vesting at 46% of the maximum allocation.
- LTIP 2018 Grant: the vesting of awards was subject to
performance conditions and time prorating which resulted in the
awards vesting at 29% of the maximum allocation.
- LTIP 2019 Grant: the vesting of awards was subject to
performance conditions and time prorating which resulted in the
awards vesting at 25% of the maximum allocation.
- The Sharesave is an all employee plan. Participants have
exercised options using accumulated savings at discounted option
prices between £2.05 and £2.17 per Share in connection with the
Scheme of Arrangement, making a gain on the difference between the
option price and the 345p offer price.
The relevant notifications set out below are provided in
accordance with the requirements of Article 19 of the EU Market
Abuse Regulation.
| 1 |
Details of the person discharging managerial
responsibilities / person closely associated |
| a) |
Name |
David Marock |
| 2 |
Reason for the notification |
| a) |
Position/status |
Group Chief Executive
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 |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans
(LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a
result of a Court sanction of the Scheme of Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
90,130 (DABP) |
| 345p |
141,571 (LTIP) |
| 345p |
1,365 (Sharesave) |
|
d) |
Aggregated information
-Aggregated volume |
233,066
£804,077.70 |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Damian Ely |
| 2 |
Reason for the notification |
| a) |
Position/status |
Chief Executive
Officer, Adjusting Services - 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 |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans
(LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a
result of a Court sanction of the Scheme of Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
26,816 (DABP) |
| 345p |
58,283 (LTIP) |
| 345p |
1,365 (Sharesave) |
|
d) |
Aggregated information
-Aggregated volume |
86,464
£298,300.80
|
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Mark Keogh |
| 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 |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans
(LTIP) as a result of a Court sanction of the Scheme of
Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
15,230 (DABP) |
| 345p |
60,922 (LTIP) |
|
d) |
Aggregated information
-Aggregated volume |
76,152
£262,724.40
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Suzanne Deery |
| 2 |
Reason for the notification |
| a) |
Position/status |
Director of Human
Resources - PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans
(LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a
result of a Court sanction of the Scheme of Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
49,017 (DABP) |
| 345p |
11,705 (LTIP) |
| 345p |
1,365 (Sharesave) |
|
d) |
Aggregated information
-Aggregated volume |
62,087
£214,200.15
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Jeremy Grose |
| 2 |
Reason for the notification |
| a) |
Position/status |
Chief
Executive Officer, Management Services - PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans
(LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a
result of a Court sanction of the Scheme of Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
147,843 (DABP) |
| 345p |
13,770 (LTIP) |
| 345p |
1,365 (Sharesave) |
|
d) |
Aggregated information
-Aggregated volume |
162,978
£562,274.10
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Alistair Hardie |
| 2 |
Reason for the notification |
| a) |
Position/status |
Chief Executive
Officer, CEGA - PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Long Term
Incentive Plans (LTIP) as a result of a Court sanction of the
Scheme of Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
9,591 (LTIP) |
|
d) |
Aggregated information
-Aggregated volume |
9,591
£33,088.95
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Ivan Keane |
| 2 |
Reason for the notification |
| a) |
Position/status |
Group General Counsel
- PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of
the transaction
|
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans
(LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a
result of a Court sanction of the Scheme of Arrangement
|
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
28,472 (DABP) |
| 345p |
11,705 (LTIP) |
| 345p |
1,365 (Sharesave) |
|
d) |
Aggregated information
-Aggregated volume |
41,542
£143,319.90
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Jeffrey More |
| 2 |
Reason for the notification |
| a) |
Position/status |
Chief
Executive Officer, Charles Taylor Insurance Services (IOM) Limited
- PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of
the transaction
|
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans
(LTIP) as a result of a Court sanction of the Scheme of
Arrangement
|
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
36,139 (DABP) |
| 345p |
11,705 (LTIP) |
|
d) |
Aggregated information
-Aggregated volume |
47,844
£165,061.80
|
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Jason Sahota |
| 2 |
Reason for the notification |
| a) |
Position/status |
Chief
Information Officer and Chief Executive Officer, Charles Taylor
InsureTech - PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans
(LTIP) as a result of a Court sanction of the Scheme of
Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
65,355 (DABP) |
| 345p |
31,920 (LTIP) |
|
d) |
Aggregated information
-Aggregated volume |
97,275
£335,598.75
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Richard Wood |
| 2 |
Reason for the notification |
| a) |
Position/status |
President
& Chief Executive Officer, Charles Taylor Americas - PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP), the Charles Taylor Long Term Incentive Plans
(LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) as a
result of a Court sanction of the Scheme of Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
69,814 (DABP) |
| 345p |
11,705 (LTIP) |
| 345p |
1,167 (Sharesave) |
|
d) |
Aggregated information
-Aggregated volume |
82,686
£285,266.70
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
| 1 |
Details of the person discharging
managerial responsibilities / person
closely associated |
| a) |
Name |
Richard Yerbury |
| 2 |
Reason for the notification |
| a) |
Position/status |
Group
Corporate Development and Operations Director - PDMR |
| b) |
Initial
notification/Amendment |
Initial
notification |
| 3 |
Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor |
| a) |
Name |
Charles Taylor
plc |
| b) |
LEI |
2138009V1NHVCXIQ6V62 |
| 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 |
Ordinary
shares of 1p each
GB0001883718
|
| b) |
Nature of the
transaction |
Vesting
of share awards granted under the Charles Taylor Deferred Annual
Bonus Plan (DABP) and the Charles Taylor Long Term Incentive Plans
(LTIP) as a result of a Court sanction of the Scheme of
Arrangement |
| c) |
Price(s) and
volume(s) |
| Price(s) |
Volume(s) |
| 345p |
81,842 (DABP) |
| 345p |
28,673 (LTIP) |
|
d) |
Aggregated information
-Aggregated volume |
110,515
£381,276.75
345p |
| e) |
Date of the
transaction |
2020-01-16 |
| f) |
Place of the
transaction |
Outside a trading
venue |
For more information, please
contact:
Robert Davison – Group Company
Secretary– 02076805666
Chisom Onita – Group Deputy
Company Secretary – 02075227437
Charles Taylor plc
21 January 2020