Issue of Equity & Total Voting Rights
TClarke plc
Vesting of Equity Incentive Plan 2021 Awards
Issue of Equity and Total Voting Rights
Rule 2.9 Announcement
TClarke plc ("the Group" or "TClarke"), the Building Services Group, announces that on 28 April 2024, 2021 awards under the TClarke Equity Incentive Plan (the "Incentive Plan") vested in respect of an aggregate of 876,280 share options (the "2021 LTIP Options"). All of the 2021 LTIP Options have been immediately exercised by the 2021 LTIP Option holders (the "Participants").
Further details of the exercise of the 2021 LTIP Options are set out at the end of this announcement.
Upon the exercise of the 2021 LTIP Options, the tax and national insurance liabilities of the Participants arising on exercise of the options were settled at source by the Company, with a balancing net number of ordinary shares of 10p each in the Company ("Ordinary Shares") transferred into the Participants' names by the Trustee of the TClarke Employee Share Ownership Trust (the "ESOT").
Each of the three Participants of the Incentive Plan - Mark Lawrence, Mike Crowder and Trevor Mitchell - are persons discharging managerial responsibility ("PDMRs") of the Group. Mark Lawrence, Mike Crowder and Trevor Mitchell will receive and retain 178,828, 152,548 and 133,052 Ordinary Shares respectively as shown in the table below:
Director /PDMR | Total Equity Incentive Plan Shares Vesting | Shares to be received net of tax and NIC liability | Resulting Shareholding | Shareholding % of ISC |
Mark Lawrence | 337,411 | 178,828 | 840,710 | 1.59% |
Mike Crowder | 287,827 | 152,548 | 733,255 | 1.39% |
Trevor Mitchell | 251,042 | 133,052 | 606,612 | 1.15% |
The Ordinary Shares to be received by the Participants, net of the tax and NIC liability, will be satisfied by the transfer of 437,831 existing Ordinary Shares currently held by the ESOT and through the issue of 26,596 new Ordinary Shares to the ESOT ("New Ordinary Shares") for onward transfer to the Participants.
Application has been made for the New Ordinary Shares to be admitted to trading on the Main Market of the London Stock Exchange, which is expected to occur on or around 1 May 2024 ("Admission"). The New Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares currently traded on the Main Market of the London Stock Exchange.
Rule 2.9 disclosure and Total Voting Rights
Following Admission, in accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), the Company will have in issue 52,877,376 ordinary shares with no ordinary shares held in treasury. The International Securities Identification Number ("ISIN") for the Company's ordinary shares is GB0002015021.
The issued share capital of the Company will, following Admission, be 52,877,376 Ordinary Shares with no Ordinary Shares held in treasury. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules of the FCA.
Unless otherwise defined, capitalised terms in this announcement have the same meanings as in the Rule 2.7 Announcement published on 16 April 2024.
-ends-
Date: 29 April 2024
For further information contact:
TClarke plc
Mark Lawrence, Group Chief Executive
Trevor Mitchell, Finance Director
Tel: 020 7997 7400
Cavendish Capital Markets Limited (Sole Financial Adviser, Rule 3 Adviser and Corporate Broker)
Ben Jeynes, Henrik Persson, Hamish Waller
Tel: 020 7220 0500
RMS Partners
Simon Courtenay
Tel: 020 3735 551
Notice to overseas investors
This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure (as defined in the Code) following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure (as defined in the Code).
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and Bidder companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any Bidder was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Pursuant to the notification obligations in accordance with Article 19 of the Market Abuse Regulation (MAR)
1. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Name | Mark Lawrence | |||||||||
2. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Position / status | Group Chief Executive | |||||||||
b) | Initial notification / amendment | Initial notification | |||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | TClarke plc | |||||||||
b) | LEI | 213800OIP8MU517BK123 | |||||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; | ||||||||||
c) | Description of the financial instrument | Ordinary shares of 10p each in the capital of TClarke plc ("Shares") ISIN: GB0002015021 | |||||||||
d) | Nature of the transaction | Exercise of options over Shares pursuant to the TClarke Equity Incentive Plan | |||||||||
e) | Price and volume |
| |||||||||
f) | Aggregated information
Aggregated volume
Price |
Option Shares: as above
| |||||||||
g) | Date of the transaction | 29 April 2024 | |||||||||
h) | Place of the transaction | Exercise of options off-market |
1. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Name | Mike Crowder | |||||||||
2. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Position / status | Group Managing Director | |||||||||
b) | Initial notification / amendment | Initial notification | |||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | TClarke plc | |||||||||
b) | LEI | 213800OIP8MU517BK123 | |||||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; | ||||||||||
c) | Description of the financial instrument | Ordinary shares of 10p each in the capital of TClarke plc ("Shares") ISIN: GB0002015021 | |||||||||
d) | Nature of the transaction | Exercise of options over Shares pursuant to the TClarke Equity Incentive Plan | |||||||||
e) | Price and volume |
| |||||||||
f) | Aggregated information
Aggregated volume
Price |
Option Shares: as above
| |||||||||
g) | Date of the transaction | 29 April 2024 | |||||||||
h) | Place of the transaction | Exercise of options off-market | |||||||||
|
| ||||||||||
1. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Name | Trevor Mitchell | |||||||||
2. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Position / status | Finance Director | |||||||||
b) | Initial notification / amendment | Initial notification | |||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | TClarke plc | |||||||||
b) | LEI | 213800OIP8MU517BK123 | |||||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; | ||||||||||
c) | Description of the financial instrument | Ordinary shares of 10p each in the capital of TClarke plc ("Shares") ISIN: GB0002015021 | |||||||||
d) | Nature of the transaction | Exercise of options over Shares pursuant to the TClarke Equity Incentive Plan | |||||||||
e) | Price and volume |
| |||||||||
f) | Aggregated information
Aggregated volume
Price |
Option Shares: as above
| |||||||||
g) | Date of the transaction | 29 April 2024 | |||||||||
h) | Place of the transaction | Exercise of options off-market |
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