Director/PDMR Shareholding

RNS Number : 5737N

FDM Group (Holdings) plc

10 May 2018

 

   10 May 2018

FDM GROUP (HOLDINGS) PLC (the "Company")

Director / PDMR Shareholding / Total Voting Rights

FDM Group (Holdings) Plc ("FDM" or the "Company"), an international professional services provider focusing principally on information technology, announces that on 8 May 2018, following the exercise by a number of the Company's PDMRs (including Executive Directors) and other FDM employees of options under the FDM Group (Holdings) Plc Company Share Option Plan 2014 ("CSOP") and the FDM Group (Holdings) Plc Performance Share Plan 2014 ("PSP"), a total of 657,528 new ordinary shares of £0.01 pence each in the Company ("Ordinary Shares") have been issued. The issued Ordinary Shares were admitted to the Official List of the UKLA and to trading on the main market of the London Stock Exchange on 1 May 2018.

Each of the PDMRs (including Executive Directors) named below exercised options on 8 May 2018.  The options exercised by each PDMR (including each Executive Director) consisted of: (1) a tax qualifying CSOP option with an exercise price of £3.31 per share over 9,063 shares; (2) a PSP option with an exercise price of £0.01 per share over 40,967 shares in the case of every PDMR other than Stewart Sharman and over 15,937 shares in the case of Stewart Sharman; and (3) a Linked Award with an exercise price of £0.01 per share which is principally a funding award for the CSOP options and was exercisable over 2,971 shares. 

Options were exercised and sold as referred to in the following table. 

Name of PDMR	Aggregate number of shares over which CSOP option, PSP option and Linked Award exercised	Number of shares acquired on exercise of the Linked Award which were sold for £10.10 per share to fund the exercise price of the CSOP option*	Number of additional shares sold for £10.10 per share*
Roderick Flavell (Executive Director)	52,971	2,971	NIL
Sheila Flavell (Executive Director)	52,971	2,971	NIL
Michael McLaren (Executive Director)	52,971	2,971	50,000
Andrew Brown (Executive Director)	52,971	2,971	50,000
Stewart Sharman (PDMR)	27,971	2,971	25,000

*All shares sold were purchased at a price of £10.10 (being the closing mid-market price of an Ordinary Share on the day of the exercise) by an Employee Benefit Trust which has been established by the Company for the purposes of satisfying future requirements under the CSOP, the PSP and/or other employee share schemes which FDM may introduce in the future.

Following these transactions, the shareholdings of the Executive Directors in the Company are as set out in the following table.

Name of Executive Director	No. of Ordinary Shares held prior to transactions	Number of Ordinary Shares held after transactions	Percentage of the issued share capital of the Company held prior to transactions	Percentage of the issued share capital of the Company held after transactions
Roderick Flavell	8,201,255	8,251,255	7.63%	7.63%
Sheila Flavell	8,201,254	8,251,254	7.63%	7.63%
Michael McLaren	499,295	499,295	0.46%	0.46%
Andrew Brown	4,540,801	4,540,801	4.22%	4.20%

In accordance with DTR 5.6.1, the Company also announces that, following the transactions referred to above, as at today's date, its issued share capital comprises 108,175,034 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. The voting rights of all of the Ordinary Shares are identical. Shareholders may use this figure as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Ordinary Shares in FDM under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

The notification below, made pursuant to Article 19 of Regulation (EU) No 596/2014 on Market Abuse, provides further information about these transactions.

1	Details of the person discharging managerial responsibilities / person closely associated
(a)	Name	(i) Roderick Flavell (ii) Sheila Flavell (iii) Michael McLaren (iv) Andrew Brown (v) Stewart Sharman
2	Reason for the notification
(a)	Position/Status	(i) PDMR (Executive Director) (ii) PDMR (Executive Director) (iii) PDMR (Executive Director) (iv) PDMR (Executive Director) (v) PDMR (Senior Manager)
(b)	Initial notification / Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	FDM Group (Holdings) plc
(b)	LEI	213800YR62D7GUZLMZ71
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 £0.01 each ISIN: GB00BLWDVP51
(b)	Nature of the transaction	Exercise of options to acquire ordinary shares of £0.01 each
(c)	Price(s) and volume(s)	Name (a) Number of Ordinary Shares acquired pursuant to CSOP option (b) Per share exercise price of CSOP option (c) Number of Ordinary Shares acquired pursuant to PSP option and Linked Award (d) Per share exercise price of PSP option and Linked Award Roderick Flavell 9,063 £3.31 43,908 £0.01 Sheila Flavell 9,063 £3.31 43,908 £0.01 Michael McLaren 9,063 £3.31 43,908 £0.01 Andrew Brown 9,063 £3.31 43,908 £0.01 Stewart Sharman 9,063 £3.31 18,908 £0.01
(d)	Aggregated Information - Aggregated Volume - Price	Name (a) Aggregate shares acquired (b) Aggregate price paid Roderick Flavell 52,971 £30,437.61 Sheila Flavell 52,971 £30,437.61 Michael McLaren 52,971 £30,437.61 Andrew Brown 52,971 £30,437.61 Stewart Sharman 27,971 £30,187.60
(e)	Date of the Transaction	8 May 2018
(f)	Place of the Transaction	Outside a trading venue.
Name of authorised official of issuer responsible for making notification:		Mark Heather, Company Secretary, FDM Group (Holdings) Plc

1	Details of the person discharging managerial responsibilities / person closely associated
(a)	Name	(i) Roderick Flavell (ii) Sheila Flavell (iii) Michael McLaren (iv) Andrew Brown (v) Stewart Sharman
2	Reason for the notification
(a)	Position/Status	(i) PDMR (Executive Director) (ii) PDMR (Executive Director) (iii) PDMR (Executive Director) (iv) PDMR (Executive Director) (v) PDMR (Senior Manager)
(b)	Initial notification / Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	FDM Group (Holdings) plc
(b)	LEI	213800YR62D7GUZLMZ71
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 £0.01 each ISIN: GB00BLWDVP51
(b)	Nature of the transaction	Sale of ordinary shares of £0.01 each acquired pursuant to the exercise of options
(c)	Price(s) and volume(s)	Name (a) Number of Ordinary Shares sold (b) Per share sale price Roderick Flavell 2,971 £10.10 Sheila Flavell 2,971 £10.10 Michael McLaren 52,971 £10.10 Andrew Brown 52,971 £10.10 Stewart Sharman 27,971 £10.10
(d)	Aggregated Information - Aggregated Volume - Price	N/A
(e)	Date of the Transaction	8 May 2018
(f)	Place of the Transaction	London Stock Exchange.
Name of authorised official of issuer responsible for making notification:		Mark Heather, Company Secretary, FDM Group (Holdings) Plc

Contacts

Mark Heather, Company Secretary                                     020 3056 8240   

 

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