Director/PDMR Shareholding and Rule 2.9 Announc...

Director/PDMR Shareholding and Rule 2.9 Announcement

Next Fifteen Communications Plc

1 June 2022

Next Fifteen Communications Group plc

("Next 15" or "the Group")

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM, AND SECURITIES IN ISSUE PURSUANT TO RULE 2.9

The Company announces that today, 90,044 ordinary shares of 2.5p each of the Company (“Ordinary Shares”) were issued pursuant to the Company’s existing blocklisting, of which the following transactions were made by persons discharging managerial responsibilities ("PDMRs") of Next 15:

Tim Dyson, Chief Executive Officer of the Company, received 16,259 Ordinary Shares at nil cost following the vesting of performance shares awarded on 2 May 2017 and 26,016 Ordinary Shares at nil cost following the vesting of performance shares awarded on 26 April 2019, both under the Next Fifteen Communications Group plc Long-Term Incentive Plan. This is after the company has settled the tax obligation arising on the vestings.

Peter Harris, Chief Financial Officer of the Company, received 7,536 Ordinary Shares at nil cost following the vesting of performance shares awarded on 2 May 2017 and 11,940 Ordinary Shares at nil cost following the vesting of performance shares awarded on 26 April 2019, both under the Next Fifteen Communications Group plc Long-Term Incentive Plan. This is after the company has settled the tax obligation arising on the vestings.

Jonathan Peachey, Chief Operating Officer of the Company, received 14,783 Ordinary Shares at nil cost following the vesting of performance shares awarded on 26 April 2019 under the Next Fifteen Communications Group plc Long-Term Incentive Plan. This is after the company has settled the tax obligation arising on the vesting.

Following the issue of shares above, in accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company confirms that, as at 1 June 2022, it has 98,148,757 Ordinary Shares of 2.5 pence each in issue. No shares are held in treasury.

The International Securities Identification Number for Next 15's ordinary shares is GB0030026057.

On the same day, the following performance share awards (“Awards”) over Ordinary Shares were granted pursuant to an annual award made under the Company’s long-term incentive plan to PDMRs:

PDMR	Plan	No. of Ordinary Shares subject to Award
Tim Dyson	Next 15 Long Term Incentive Plan	94,365
Peter Harris	Next 15 Long Term Incentive Plan	46,367
Jonathan Peachey	Next 15 Long Term Incentive Plan	40,924

The above awards will vest after a three-year performance period, subject to satisfaction of performance conditions and continued employment and will then be subject to a further two-year hold period. In light of the announcement made on 20 May 2022 regarding the offer for M&C Saatchi plc, upon successful completion of this acquisition the Remuneration Committee will review the performance conditions and ensure they are appropriate for the business going forward.

The notification set out below is provided in accordance with the requirements of the UK Market Abuse Regulation. Details of the full notifications received by the Company are set out below.

Enquiries:

Next Fifteen Communications Group plc
Mark Sanford, General Counsel and Company Secretary
[phone]

Numis
Mark Lander, Hugo Rubinstein
[phone]

Berenberg
Ben Wright, Mark Whitmore, Arnav Kapoor
[phone]

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Tim Dyson
2. Reason for the notification
a)	Position/ status	Chief Executive Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Next Fifteen Group Communications PLC
b)	LEI:	213800BK9MBUZUUPMZ63
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 the transactions have been conducted.
a)	Description of the financial instrument	Ordinary Shares of 2.5p ISIN: GB0030026057
b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to vesting under the Next Fifteen Communication Group PLC Long Term Incentive Plan, for nil consideration
c)	Price(s) and volume(s)	Price(s) Volume(s) £nil 42,275
d)	Aggregated information Aggregated volume Price	Vesting of 42,275 Ordinary Shares at nil cost.
e)	Date of the transaction	1 June 2022
f)	Place of the transaction	Outside a trading venue.

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Tim Dyson
2. Reason for the notification
a)	Position/ status	Chief Executive Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Next Fifteen Group Communications PLC
b)	LEI:	213800BK9MBUZUUPMZ63
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 the transactions have been conducted.
a)	Description of the financial instrument	Ordinary Shares of 2.5p ISIN: GB0030026057
b)	Nature of the transaction	Grant of share awards over Ordinary Shares under the Next Fifteen Communications Group PLC LTIP.
c)	Price(s) and volume(s)	Price(s) Volume(s) £nil 94,365
d)	Aggregated information Aggregated volume Price	Single transaction - Grant of performance share award over 94,365 Ordinary Shares at nil cost.
e)	Date of the transaction	1 June 2022
f)	Place of the transaction	Outside a trading venue.

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Peter Harris
2. Reason for the notification
a)	Position/ status	Chief Financial Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Next Fifteen Group Communications PLC
b)	LEI:	213800BK9MBUZUUPMZ63
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 the transactions have been conducted.
a)	Description of the financial instrument	Ordinary Shares of 2.5p ISIN: GB0030026057
b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to vesting under the Next Fifteen Communication Group PLC Long Term Incentive Plan, for nil consideration
c)	Price(s) and volume(s)	Price(s) Volume(s) £nil 19,476
d)	Aggregated information Aggregated volume Price	Vesting of 19,476 Ordinary Shares at nil cost.
e)	Date of the transaction	1 June 2022
f)	Place of the transaction	Outside a trading venue.
1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Peter Harris
2. Reason for the notification
a)	Position/ status	Chief Financial Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Next Fifteen Group Communications PLC
b)	LEI:	213800BK9MBUZUUPMZ63
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 the transactions have been conducted.
a)	Description of the financial instrument	Ordinary Shares of 2.5p ISIN: GB0030026057
b)	Nature of the transaction	Grant of share awards over Ordinary Shares under the Next Fifteen Communications Group PLC LTIP.
c)	Price(s) and volume(s)	Price(s) Volume(s) £nil 46,367
d)	Aggregated information Aggregated volume Price	Single transaction - Grant of performance share award over 46,367 Ordinary Shares at nil cost.
e)	Date of the transaction	1 June 2022
f)	Place of the transaction	Outside a trading venue.

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Jonathan Peachey
2. Reason for the notification
a)	Position/ status	Chief Operating Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Next Fifteen Group Communications PLC
b)	LEI:	213800BK9MBUZUUPMZ63
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 the transactions have been conducted.
a)	Description of the financial instrument	Ordinary Shares of 2.5p ISIN: GB0030026057
b)	Nature of the transaction	Acquisition of Ordinary Shares pursuant to vesting under the Next Fifteen Communication Group PLC Long Term Incentive Plan, for nil consideration
c)	Price(s) and volume(s)	Price(s) Volume(s) £nil 14,783
d)	Aggregated information Aggregated volume Price	Vesting of 14,783 Ordinary Shares at nil cost.
e)	Date of the transaction	1 June 2022
f)	Place of the transaction	Outside a trading venue.
1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Jonathan Peachey
2. Reason for the notification
a)	Position/ status	Chief Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Next Fifteen Group Communications PLC
b)	LEI:	213800BK9MBUZUUPMZ63
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 the transactions have been conducted.
a)	Description of the financial instrument	Ordinary Shares of 2.5p ISIN: GB0030026057
b)	Nature of the transaction	Grant of share awards over Ordinary Shares under the Next Fifteen Communications Group PLC LTIP.
c)	Price(s) and volume(s)	Price(s) Volume(s) £nil 40,924
d)	Aggregated information Aggregated volume Price	Single transaction - Grant of performance share award over 40,924 Ordinary Shares at nil cost.
e)	Date of the transaction	1 June 2022
f)	Place of the transaction	Outside a trading venue.

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