Director/PDMR Shareholding

RNS Number : 3460A
Schroders PLC
22 September 2022
 

Schroders plc
(the "Company")


Following the Company's announcement on 20 September 2022 that it had completed the simplification of its dual class share structure, the following notifications made under Article 19(1) of the UK Market Abuse Regulation (" MAR ") relate to the impact of the simplification on the shareholdings of the directors of the Company (and persons closely associated with them for the purposes of MAR). The shareholdings of the directors of the Company (and persons closely associated with them) have been treated in the same way under the simplification as the shareholdings of all other shareholders. For the avoidance of doubt, there has been no separate acquisition, disposal or other dealing in the Company by any of the directors (or any persons closely associated with them).
This announcement is made in accordance with Article 19(3) of MAR.

22 September 2022

Graham Staples

Company Secretary

Schroders plc

Tel: 020 7658 6742

Notification of transactions by persons discharging managerial responsibilities and persons closely associated with them

Schroders plc directors (other than directors who are members of the Principal Shareholder Group)

1

Details of the person discharging managerial responsibilities / person closely associated

a

Name

1.  Peter Harrison (Group Chief Executive)

2.  Richard Keers (Chief Financial Officer)

3.  Dame Elizabeth Corley (Chair)

4.  Ian King (Senior Independent Director)

5.  Sir Damon Buffini (Independent Non-executive Director)

6.  Rhian Davies (Independent Non-executive Director)

7.  Rakhi Goss-Custard (Independent Non-executive Director)

8.  Matthew Westerman (Independent Non-executive Director)

2

Reason for the notification

a

Position / status

Directors

b

Initial notification / Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a

Name

Schroders plc

b

LEI

2138001YYBULX5SZ2H24

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

Prior to simplification

1.  Ordinary shares of £1 each, with voting rights attached (" Ordinary Shares ")

2.  Ordinary shares of £1 each, without voting rights attached (" Non-Voting Ordinary Shares ")

Following simplification

3.  Ordinary shares of 20 pence each, with voting rights attached (" New Ordinary Shares ")


Identification code

1.  GB0002405495

2.  GB0002395811

3.  GB00BP9LHF23

b

Nature of the transaction

The Company completed the simplification of its dual share class structure on 20 September 2022 and the shares held by directors of the Company were subject to that simplification in the same manner as shares held by all other shareholders. The Company:

-      issued 39,886,305 Ordinary Shares to existing holders of Ordinary Shares by way of a bonus issue (representing 3 additional Ordinary Shares for every 17 Ordinary Shares held at 6.00pm on 16 September 2022) (the " Compensatory Bonus Issue ");

 

enfranchised its 56,505,600 Non-Voting Ordinary Shares by re-designating them into 56,505,600 Ordinary Shares with full voting rights (the " Enfranchisement "); and

 

subsequently sub-divided the Company's total resulting 322,414,305 Ordinary Shares of £1 each into 1,612,071,525 New Ordinary Shares of 20 pence each (the " Sub-Division ").

 

c

Price(s) and volume(s)

 


Ordinary Shares received under Compensatory Bonus Issue

Enfranchisement of Non-Voting Shares

Total Ordinary Shares following Enfranchisement and Compensatory Bonus Issue

Total New Ordinary Shares following Sub-Division

Peter Harrison

1,810

0

12,069

60,345

Richard Keers

186

0

1,244

6,220

Dame Elizabeth Corley

1,058

6,000

13,058

65,290

Ian King

0

2,641

2,641

13,205

Sir Damon Buffini

0

5,000

5,000

25,000

Rhian Davies

0

1,000

1,000

5,000

Rakhi Goss-Custard

118

0

787

3,935

Matthew Westerman

352

0

2,352

11,760

d

Aggregated information

- Aggregated volume

 


N/A


- Price

N/A

e

Date of the transaction

20 September 2022

f

Place of the transaction

London Stock Exchange, Main Market (XLON)

 

Claire Fitzalan Howard

1

Details of the person discharging managerial responsibilities / person closely associated

a

Name

1.  Claire Fitzalan Howard

2.  Vincitas Limited, Veritas Limited, Alster Limited and Treva Limited, each as a trustee company of various trusts settled by the Schroder family of which Claire Fitzalan Howard is a potential beneficiary

3.  Flavida Limited and Fervida Limited, each as a protector company of the trusts noted at 2. above

2

Reason for the notification

a

Position / status

1. Non-executive director of the Company

2 - 3. These companies are persons closely associated with Claire Fitzalan Howard for the purposes of MAR

b

Initial notification / Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a

Name

Schroders plc

b

LEI

2138001YYBULX5SZ2H24

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

Prior to simplification

1.  Ordinary shares of £1 each, with voting rights attached (" Ordinary Shares ")

2.  Ordinary shares of £1 each, without voting rights attached (" Non-Voting Ordinary Shares ")

Following simplification

3.  Ordinary shares of 20 pence each, with voting rights attached (" New Ordinary Shares ")


Identification code

1.  GB0002405495

2.  GB0002395811

3.  GB00BP9LHF23

b

Nature of the transaction

The Company completed the simplification of its dual share class structure on 20 September 2022 and the shares held by directors of the Company (and persons closely associated with them for the purposes of MAR) were subject to that simplification in the same manner as shares held by all other shareholders. The Company:

issued 39,886,305 Ordinary Shares to existing holders of Ordinary Shares by way of a bonus issue (representing 3 additional Ordinary Shares for every 17 Ordinary Shares held at 6.00pm on 16 September 2022) (the " Compensatory Bonus Issue ");

 

enfranchised its 56,505,600 Non-Voting Ordinary Shares by re-designating them into 56,505,600 Ordinary Shares with full voting rights (the " Enfranchisement "); and

 

subsequently sub-divided the Company's total resulting 322,414,305 Ordinary Shares of £1 each into 1,612,071,525 New Ordinary Shares of 20 pence each (the " Sub-Division ").

 

c

Price(s) and volume(s)

 


Ordinary Shares received under Compensatory Bonus Issue

Enfranchisement of Non-Voting Shares

Total Ordinary Shares following Enfranchisement and Compensatory Bonus Issue

Total New Ordinary Shares following Sub-Division

Claire Fitzalan Howard

5,294

0

35,294

176,470

Vincitas Limited

10,702,217

4,700,023

 

76,048,131

380,240,655

Veritas Limited

5,923,860

5,296,563

 

44,788,961

223,944,805

Alster Limited

598,883

0

 

3,992,548

19,962,740

Treva Limited

40,107

39,567

 

306,951

1,534,755

Flavida Limited

10,742,324

4,739,590

76,355,082

381,775,410

Fervida Limited

6,522,743

5,296,563

 

48,781,509

243,907,545

Note: transactions disclosed in respect of Flavida Limited and Fervida Limited are in respect of shareholdings held by Vincitas Limited, Veritas Limited, Alster Limited and/or Treva Limited, trustees of trusts settled by the Schroder family of which Flavida Limited and Fervida Limited are protectors.

d

Aggregated information

- Aggregated volume

 


N/A


- Price

N/A

e

Date of the transaction

20 September 2022

f

Place of the transaction

London Stock Exchange, Main Market (XLON)

 

Leonie Schroder

1

Details of the person discharging managerial responsibilities / person closely associated

a

Name

1.  Leonie Schroder

2.  Vincitas Limited, Veritas Limited, Alster Limited and Treva Limited, each as a trustee company of various trusts settled by the Schroder family of which Leonie Schroder or persons closely associated with her are a potential beneficiary

3.  Flavida Limited and Fervida Limited, each as a protector company of the trusts noted at 2. above

4.  Lionel Trustees I Limited and Lionel Trustees II Limited as the trustees of a UK resident trust established by the will of Bruno Lionel Schroder (dec'd)

5.   MEB Investments Limited, CRH Investments Limited and JMF Investments Limited, each an investment company controlled by Lionel Trustees I Limited and Lionel Trustees II Limited

2

Reason for the notification

a

Position / status

1. Non-executive director of the Company

2 - 5. These companies are persons closely associated with Leonie Schroder for the purposes of MAR

b

Initial notification / Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a

Name

Schroders plc

b

LEI

2138001YYBULX5SZ2H24

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

Prior to simplification

1.  Ordinary shares of £1 each, with voting rights attached (" Ordinary Shares ")

2.   Ordinary shares of £1 each, without voting rights attached (" Non-Voting Ordinary Shares ")

Following simplification

3.  Ordinary shares of 20 pence each, with voting rights attached (" New Ordinary Shares ")


Identification code

1.  GB0002405495

2.  GB0002395811

3.  GB00BP9LHF23

b

Nature of the transaction

The Company completed the simplification of its dual share class structure on 20 September 2022 and the shares held by directors of the Company (and persons closely associated with them for the purposes of MAR) were subject to that simplification in the same manner as shares held by all other shareholders. The Company:

issued 39,886,305 Ordinary Shares to existing holders of Ordinary Shares by way of a bonus issue (representing 3 additional Ordinary Shares for every 17 Ordinary Shares held at 6.00pm on 16 September 2022) (the " Compensatory Bonus Issue ");

 

enfranchised its 56,505,600 Non-Voting Ordinary Shares by re-designating them into 56,505,600 Ordinary Shares with full voting rights (the " Enfranchisement "); and

 

subsequently sub-divided the Company's total resulting 322,414,305 Ordinary Shares of £1 each into 1,612,071,525 New Ordinary Shares of 20 pence each (the " Sub-Division ").

 

c

Price(s) and volume(s)

 


Ordinary Shares received under Compensatory Bonus Issue

Enfranchisement of Non-Voting Shares

Total Ordinary Shares following Enfranchisement and Compensatory Bonus Issue

Total New Ordinary Shares following Sub-Division

Leonie Schroder

305,310

50,760

 

2,086,158

10,430,790

Vincitas Limited

10,702,217

4,700,023

 

76,048,131

380,240,655

Veritas Limited

6,460,836

5,983,749

 

49,055,995

245,279,975

Alster Limited

171,219

 

0

 

1,141,455

 

5,707,275

Treva Limited

40,107

39,567

 

306,951

1,534,755

Flavida Limited

10,742,324

4,739,590

 

76,355,082

381,775,410

Fervida Limited

6,550,118

5,935,977

 

49,603,431

 

248,017,155

Lionel Trustees I Limited and Lionel Trustees II Limited

43,318

59,310

 

348,097

1,740,485

MEB Investments Limited and

269,479

0

 

1,796,525

8,982,625

CRH Investments Limited

269,479

0

 

1,796,525

8,982,625

JMF Investments Limited

269,479

0

 

1,796,525

8,982,625

Note: transactions disclosed in respect of Flavida Limited and Fervida Limited are in respect of shareholdings held by Vincitas Limited, Veritas Limited, Alster Limited and/or Treva Limited, trustees of trusts settled by the Schroder family of which Flavida Limited and Fervida Limited are protectors.

d

Aggregated information

- Aggregated volume

 


N/A


- Price

N/A

e

Date of the transaction

20 September 2022

f

Place of the transaction

London Stock Exchange, Main Market (XLON)

 

Note: numbers reported in this announcement are subject to de minimis amendments due to rounding adjustments as a result of the Compensatory Bonus Issue.

 




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