ThinkSmart Limited PDMR / PCA Shareholdings (8840Y)
09 December 2017 - 4:34AM
UK Regulatory
TIDMTSL
RNS Number : 8840Y
ThinkSmart Limited
08 December 2017
8 December 2017
ThinkSmart Limited
("ThinkSmart" or the "Company" and together with its
subsidiaries the "Group")
PDMR / PCA Shareholdings
ThinkSmart Limited (AIM: TSL), was notified on 8 December 2017
that Ned Montarello, Executive Chairman of the Group, received
250,000 ordinary shares of no present value each in the Company
("Ordinary Shares") on 8 December 2017 (the "Transaction"), from
the trustee of ThinkSmart's loan funded share plan ("Loan Funded
Share Plan"). Prior to the Transaction, the trustee had been
holding the Ordinary Shares on trust for Mr Montarello and the
Transaction has resulted in Mr Montarello (as opposed to the
trustee) being the registered holder of the Ordinary Shares. Mr
Montarello received the shares in return for repaying his existing
loan on the vested Ordinary Shares issued under the Company's 2012
Loan Funded Share Plan, as stated in the Company's admission
document. Vesting of the loan funded shares, which occurred on 10
August 2015, was subject to certain performance criteria achieved
prior to the Company's admission to AIM.
In addition, in accordance with the Loan Funded Share Plan, the
Company will buy-back and cancel 750,000 and 500,000 Ordinary
Shares which were issued to the trustee of ThinkSmart's Loan Funded
Share Plan on 4 July 2013 and 18 September 2014 respectively to
hold on trust for Mr Montarello subject to performance criteria.
The 750,000 and 500,000 Ordinary Shares failed to vest due to not
meeting the required performance criteria and so will be bought
back, at nil cost to the Company, and cancelled shortly reducing
both Mr Montarello's holding in the Company and also the number of
Ordinary Shares in issue.
Post the Transaction and the cancellation of the 1,250,000
Ordinary Shares that did not vest, Mr Montarello's total holding
will comprise of 29,061,036 Ordinary Shares (including 250,000 loan
funded shares issued on 4 July 2013 which vested prior to admission
to AIM but which remain subject to a loan), representing 27.88% of
the Company's issued share capital of 104,228,744 (following the
cancellation of the 1,250,000) Ordinary Shares.
A PDMR dealing notification will be made in due course following
the completion of the buyback and cancellation of the 1,250,000
shares.
The notification set out below is provided in accordance with
the requirements of the EU Market Abuse Regulation.
Notification of a Transaction pursuant to Article 19(1) of
Regulation (EU) No. 596/2014
1. Details of the Person discharging managerial
responsibilities ("PDMR") / person closely
associated with them ("PCA")
--- ---------------------------------------------------------------------
a) Name Mr Ned Montarello
--- ------------------------------ -------------------------------------
2. Reason for the notification
--- ---------------------------------------------------------------------
a) Position / status PDMR (Executive Chairman)
--- ------------------------------ -------------------------------------
b) Initial notification Initial notification
/ amendment
--- ------------------------------ -------------------------------------
3. Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- ---------------------------------------------------------------------
a) Name ThinkSmart Limited
--- ------------------------------ -------------------------------------
b) Legal Entity 213800ZBZQVXHDZHET73
Identifier
--- ------------------------------ -------------------------------------
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 Ordinary shares of NPV each
the financial in the Company
instrument AU000XINEAE8
--- ------------------------------ -------------------------------------
b) Nature of the Transfer of legal title from
transaction ThinkSmart LTI Pty Ltd ("trustee")
to Ned Montarello for vested
Ordinary Shares issued under
the ThinkSmart Limited 2012
Loan Funded Share Plan and
previously held on trust
by trustee for Ned Montarello
--- ------------------------------ -------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) --------- ------------------------
A$0.1923 250,000 Ordinary Shares
--------- ------------------------
--- ------------------------------ -------------------------------------
d) Aggregated information
* Aggregated volume 250,000 Ordinary Shares
A$0.1923 per Ordinary Share
* Aggregated price
* Aggregated total
--- ------------------------------ -------------------------------------
e) Date of the transaction(s) 8 December 2017
--- ------------------------------ -------------------------------------
f) Place of the London Stock Exchange, AIM
transaction
--- ------------------------------ -------------------------------------
For further information please contact:
ThinkSmart Limited Via Instinctif Partners
Ned Montarello
Canaccord Genuity (Nominated
Adviser, Financial Adviser
and Joint Broker) +44 (0)20 7523 8350
Sunil Duggal
David Tyrrell
Andrew Buchanan
Richard Andrews
Peel Hunt LLP (Joint Broker) +44 (0) 20 7418 8900
Charles Batten
Guy Wiehahn
Rishi Shah
Instinctif Partners +44 (0)20 7457 2020
Giles Stewart
Rui Videira
This information is provided by RNS
The company news service from the London Stock Exchange
END
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