PDMR Dealings

RNS Number : 0224K

K3 Business Technology Group PLC

05 April 2018

 

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

K3 Business Technology Group plc

("K3", "Company" or "Group")

LTIP Option Scheme

The Remuneration Committee of the K3 Board ("RemCo") has today granted 2,540,000 new options to certain PDMRs ("LTIP Options").  These grants have been made under the terms of a new K3 Long Term Incentive Plan (the "LTIP") and together amount to approximately 5.9% of the Company's current non-diluted issued share capital.  All of the LTIP Options are exercisable at a price of 25p per share, being nominal value.

The LTIP Options awarded to PDMRs of the Group are as follows:

Name	LTIP Options awarded
Adalsteinn Valdimarsson	840,000
Robert Price	550,000
Rod Barlow	400,000
Sjoerd Starren	300,000
Andrew Latham	300,000
Peder Falck	150,000

The LTIP Options vest in three tranches, as set out below, based on the achievement of certain hurdles relating to the adjusted operating profit ("AOP", being operating profits prior to any share based payment charges) of the Group for each of the two years to 30 November 2019 and, in respect of the last tranche, a further criteria based on the Company's share price during the 30 days immediately following the announcement of K3's results for the year ended 30 November 2020 (the "Price Vesting Criteria") and the Adjusted Profit per share for the year ending 30 November 2020.

The performance measures for each of the three years to 30 November 2020, and the proportion of each award vesting upon delivery are as follows:

Tranche	Year to 30 November	Minimum AOP to trigger award	% of total award triggered
1	2018	AOP of £5.8m	20%
2	2019	AOP of £8.0m	10%
3a	2020	Adjusted Profit per share £0.19 - £0.28	0% - 35%	(based on a straight line sliding scale)
3b	2020 results announcement	Share Price £2.20 - £3.20	0% - 35%	(based on a straight line sliding scale)

If performance criteria are missed for the first and/or second tranches, the awarded LTIP Options will be rolled over into the following year(s) but will only vest upon the achievement of the performance criteria of the second or third tranche, as the case may be. In the event that the first and second tranches are rolled into the third tranche, they will vest on the basis of a 50/50 split between the two separate third tranche tests, and upon achievement of the minimum target for the relevant of the two tests.

PDMR Dealing

The Company has also received notification from Johan och Marianne Claesson AB that on 29 March 2018, Johan och Marianne Claesson AB (a company controlled by Johan Claesson) has purchased 227,907 ordinary shares of 25p each in the capital of the Company ("Ordinary Shares") at a price of 172p per Ordinary Share from Carlton Telecom Inc, a company controlled by a family relation of Johan Claesson (the "Purchase"). Following the Purchase, the Company has been informed that the total number of Ordinary shares in which Mr Claesson is now interested is now 5,087,697 Ordinary Shares representing 11.85% of the total voting rights of the Company held as follows:

PJ Claesson	351,700
Johan och Marianne Claesson AB	1,947,461
Fastighets AB Bremia	567,500
CA Fastigheter AB	2,221,036
Total	5,087,697

Carlton Telecom Inc, a company controlled by a family relation of Johan Claesson, is now interested in 2,148,093 Ordinary Shares representing 5.0% of the total voting rights of the Company.

The Company makes the below announcement and notification in accordance with the EU Market Abuse Regulation (No 596/2014) in respect of the Purchase and the LTIP Options:

Enquiries:

K3 Business Technology Group plc	Adalsteinn Valdimarsson, CEO Rob Price, CFO	T: 0161 876 4498
finnCap Limited (NOMAD & Broker)	Julian Blunt/James Thompson (Corporate Finance) Emily Morris (Corporate Broking)	T: 020 7220 0500
KTZ Communications	Katie Tzouliadis/Emma Pearson	T: 020 3178 6378

1.	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Adalsteinn Valdimarsson
2.	Reason for notification
b)	Position / status	Chief Executive Officer
c)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	K3 Business Technology Group plc
c)	LEI	213800QOJ9OF2AV81748
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 Identification code	Options over ordinary shares of 25p each GB00B00P6061
b)	Nature of the transaction	Award of Options under the K3 LTIP
c)	Price(s) and volume(s)	840,000 Options awarded
d)	Aggregated information Aggregated volume Price	n/a
e)	Date of the transaction	5 April 2018
f)	Place of the transaction	Outside a trading venue

1.	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Robert Price
2.	Reason for notification
b)	Position / status	Chief Financial Officer
c)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	K3 Business Technology Group plc
c)	LEI	213800QOJ9OF2AV81748
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 Identification code	Options over ordinary shares of 25p each GB00B00P6061
b)	Nature of the transaction	Award of Options under the K3 LTIP
c)	Price(s) and volume(s)	550,000 Options awarded
d)	Aggregated information Aggregated volume Price	n/a
e)	Date of the transaction	5 April 2018
f)	Place of the transaction	Outside a trading venue

1.	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Rod Barlow
2.	Reason for notification
b)	Position / status	Divisional Managing Director
c)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	K3 Business Technology Group plc
c)	LEI	213800QOJ9OF2AV81748
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 Identification code	Options over ordinary shares of 25p each GB00B00P6061
b)	Nature of the transaction	Award of Options under the K3 LTIP
c)	Price(s) and volume(s)	400,000 Options awarded
d)	Aggregated information Aggregated volume Price	n/a
e)	Date of the transaction	5 April 2018
f)	Place of the transaction	Outside a trading venue

1.	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Sjoerd Starren
2.	Reason for notification
b)	Position / status	Divisional  Managing Director
c)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	K3 Business Technology Group plc
c)	LEI	213800QOJ9OF2AV81748
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 Identification code	Options over ordinary shares of 25p each GB00B00P6061
b)	Nature of the transaction	Award of Options under the K3 LTIP
c)	Price(s) and volume(s)	300,000 Options awarded
d)	Aggregated information Aggregated volume Price	n/a
e)	Date of the transaction	5 April 2018
f)	Place of the transaction	Outside a trading venue

1.	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Peder Falck
2.	Reason for notification
b)	Position / status	Divisional Managing Director
c)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	K3 Business Technology Group plc
c)	LEI	213800QOJ9OF2AV81748
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 Identification code	Options over ordinary shares of 25p each GB00B00P6061
b)	Nature of the transaction	Award of Options under the K3 LTIP
c)	Price(s) and volume(s)	150,000 Options awarded
d)	Aggregated information Aggregated volume Price	n/a
e)	Date of the transaction	5 April 2018
f)	Place of the transaction	Outside a trading venue

1.	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Andrew Latham
2.	Reason for notification
b)	Position / status	Chief Technology Officer
c)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	K3 Business Technology Group plc
c)	LEI	213800QOJ9OF2AV81748
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 Identification code	Options over ordinary shares of 25p each GB00B00P6061
b)	Nature of the transaction	Award of Options under the K3 LTIP
c)	Price(s) and volume(s)	300,000 Options awarded
d)	Aggregated information Aggregated volume Price	n/a
e)	Date of the transaction	5 April 2018
f)	Place of the transaction	Outside a trading venue

1.	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	PJ Claesson
2.	Reason for notification
b)	Position / status	Non-executive director
c)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	K3 Business Technology Group plc
c)	LEI	213800QOJ9OF2AV81748
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 Identification code	ordinary shares of 25p each GB00B00P6061
b)	Nature of the transaction	Acquisition of ordinary shares of 25p each by Johan och Marianne Claesson AB, a company controlled by PJ Claesson, from Carlton Telecom Inc, a company controlled by a family relation of PJ Claesson
c)	Price(s) and volume(s)	Volume: 227,907 Price: 172p per Ordinary Share
d)	Aggregated information Aggregated volume Price	n/a
e)	Date of the transaction	29 March 2018
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

END

 

 

DSHFKPDNPBKDDQK