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On 29 October 2021, Duke Royalty Limited's Remuneration Committee granted 2,108,000 new conditional Performance Share Awards under its Long-Term Incentive Plan, including 470,500 to CEO Neil Johnson and 423,500 to Executive Director Charlie Cannon Brookes. Concurrently, 1,456,875 Performance Share Awards from the 2018 LTIP (87.5% of the original grant) vested, with 250,000 resulting ordinary shares sold at 41.54 pence to cover tax liabilities. Additionally, Duke Royalty issued 791,875 new ordinary shares into its Employee Benefit Trust, which are expected to be admitted to trading on AIM on 1 November 2021, resulting in 358,803,360 ordinary shares in issue.
| Date | 29 Oct 2021 |
| Time | 16:03:19 |
| Category | Director/PDMR dealings |
| ID | 7845Q |
29 October 2021
Duke Royalty Limited
("Duke Royalty", "Duke" or the "Company")
Long Term Incentive Plan ("LTIP") Awards
Issue of Equity
Director/PDMR Dealings
New grant under LTIP
Duke Royalty Limited (AIM: DUKE), a provider of alternative capital solutions to a diversified range of profitable and long-established businesses in Europe and abroad, announces that the Company's Remuneration Committee has approved the grant of a total of 2,108,000 conditional rights to acquire ordinary shares of no par value ("Performance Share Awards" or "PSAs") under the Company's Long-Term Incentive Plan ("LTIP"). The LTIP framework was detailed within the Company's admission document which was published on 20 March 2017 and was put into place post Admission.
PSAs for the financial year to 31 March 2021 have been granted are as follows:
|
Neil Johnson |
470,500 |
|
Charlie Cannon Brookes |
423,500 |
|
Other employees (non-PDMRs) |
1,214,000 |
|
Total |
2,108,000 |
The PSAs vest after a period of three years and are subject to various performance conditions outlined in the Company's admission document (and available on the Company's website) and set by the Remuneration Committee, all in accordance with the LTIP rules. The LTIP Awards will be subject to performance conditions, (50 per cent. based on growth in total shareholder return ("TSR") and 50 per cent. on growth in total cash available for distribution per share ("TCAD per Share")). TSR can be defined as the returns generated by shareholders based on the combined value of the dividends paid out by the Company and the share price performance over the period in question.
Vesting of 2018 PSAs, transfer from EBT & Director/PDMR interests
The Company also announces that a total of 1,456,875 PSAs previously granted under the Company's 2018 LTIP award have vested, representing 87.5% of the PSAs granted at that time.
Of these 1,456,875 existing ordinary shares issued, which have now been transferred to the beneficiaries, 250,000 have been sold at a price of 41.54 pence in order to meet certain tax liabilities arising upon issue of the PSAs, with the balance of the New Ordinary Shares being retained by the participants in accordance with the terms of the Scheme. Further information is set out within the PDMR notification tables below.
Following the various transactions detailed above, the following Directors / PDMRs have the following total interest in ordinary shares and options:
|
Director/PDMR |
Total ordinary shares held |
Total shares under option (3) |
|
Neil Johnson (1) |
4,741,673 |
2,820,500 |
|
Charlie Cannon Brookes (2) |
6,717,530 |
2,650,000 |
(1) Mr Johnson is Abingdon Capital Corporation's sole voting shareholder which legally owns 1,834,223 ordinary shares included within this figure.
(2) Mr Cannon Brookes is the investment director and shareholder of Arlington Asset Management Limited ("Arlington"). This figure includes 3,000,000 ordinary shares legally owned by Arlington.
(3) Includes PSAs under the Company's LTIP.
Total voting rights and EBT shares
In order to maintain an appropriate level of headroom within the Company's EBT, the Company has issued 791,875 new ordinary shares into the Duke Royalty Employee Benefit Trust ("EBT"), ownership of which shall be transferred, in part or in full, to individual beneficiaries, subject to achievement of the performance criteria following the vesting period. Application has been made for these 791,875 shares to be admitted to trading on AIM, which is expected to occur on 1 November 2021 ("Admission").
Following Admission and transfer of the 791,875 shares to LTIP beneficiaries, the Company will have 358,803,360 ordinary shares in issue admitted to trading on AIM, of which 10,190,000 will be held by the EBT. This figure (358,803,360) 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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
For further information, please visit www.dukeroyalty.com, or contact:
|
Duke Royalty Limited |
Neil Johnson / Charlie Cannon Brookes / Hugo Evans
|
+44 (0) 1481 730 613 |
|
Cenkos Securities plc (Nominated Adviser and Joint Broker)
|
Stephen Keys / Callum Davidson / Julian Morse
|
+44 (0) 207 397 8900 |
|
Canaccord Genuity (Joint Broker)
|
Adam James / Georgina McCooke |
+44 (0) 207 523 8000 |
|
SEC Newgate (PR) |
Elisabeth Cowell/Richard Bicknell/ Megan Kovach |
+44 (0) 20 3757 6880 |
Notifications of dealings by PDMRs:
|
1. |
Details of the person discharging managerial responsibilities/persons closely associated |
|||||
|
a) |
Name |
Neil Johnson |
||||
|
2. |
Reason for notification |
|||||
|
a) |
Position/Status |
Chief Executive Officer |
||||
|
b) |
Initial notification/amendment |
Initial |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Duke Royalty Limited |
||||
|
b) |
LEI |
213800GUTKPSJ39SER44 |
||||
|
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 and identification code |
Ordinary shares of nil par value GG00BYZSSY63 |
||||
|
b) |
Nature of transaction |
Grant of conditional performance share awards under LTIP |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated Information |
n/a |
||||
|
e) |
Date of transaction |
Award date 29 October 2021 |
||||
|
f) |
Place of transaction |
Outside a trading venue |
||||
|
1. |
Details of the person discharging managerial responsibilities/persons closely associated |
|||||
|
a) |
Name |
Neil Johnson |
||||
|
2. |
Reason for notification |
|||||
|
a) |
Position/Status |
Chief Executive Officer |
||||
|
b) |
Initial notification/amendment |
Initial |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Duke Royalty Limited |
||||
|
b) |
LEI |
213800GUTKPSJ39SER44 |
||||
|
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 and identification code |
Ordinary shares of nil par value GG00BYZSSY63 |
||||
|
b) |
Nature of transaction |
Acquisition of ordinary shares following vesting of conditional performance share awards under LTIP |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated Information |
n/a |
||||
|
e) |
Date of transaction |
29 October 2021 |
||||
|
f) |
Place of transaction |
Outside a trading venue |
||||
|
1. |
Details of the person discharging managerial responsibilities/persons closely associated |
|||||
|
a) |
Name |
Neil Johnson |
||||
|
2. |
Reason for notification |
|||||
|
a) |
Position/Status |
Chief Executive Officer |
||||
|
b) |
Initial notification/amendment |
Initial |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Duke Royalty Limited |
||||
|
b) |
LEI |
213800GUTKPSJ39SER44 |
||||
|
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 and identification code |
Ordinary shares of nil par value GG00BYZSSY63 |
||||
|
b) |
Nature of transaction |
Sale of ordinary shares following vesting of conditional performance share awards under LTIP to cover tax liability |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated Information |
n/a |
||||
|
e) |
Date of transaction |
29 October 2021 |
||||
|
f) |
Place of transaction |
Outside a trading venue |
||||
|
1. |
Details of the person discharging managerial responsibilities/persons closely associated |
|||||
|
a) |
Name |
Charlie Cannon Brookes |
||||
|
2. |
Reason for notification |
|||||
|
a) |
Position/Status |
Executive Director |
||||
|
b) |
Initial notification/amendment |
Initial |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Duke Royalty Limited |
||||
|
b) |
LEI |
213800GUTKPSJ39SER44 |
||||
|
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 and identification code |
Ordinary shares of nil par value GG00BYZSSY63 |
||||
|
b) |
Nature of transaction |
Grant of conditional performance share awards under LTIP |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated Information |
n/a |
||||
|
e) |
Date of transaction |
Award date 29 October 2021 |
||||
|
f) |
Place of transaction |
Outside a trading venue |
||||
|
1. |
Details of the person discharging managerial responsibilities/persons closely associated |
|||||
|
a) |
Name |
Charlie Cannon Brookes |
||||
|
2. |
Reason for notification |
|||||
|
a) |
Position/Status |
Executive Director |
||||
|
b) |
Initial notification/amendment |
Initial |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Duke Royalty Limited |
||||
|
b) |
LEI |
213800GUTKPSJ39SER44 |
||||
|
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 and identification code |
Ordinary shares of nil par value GG00BYZSSY63 |
||||
|
b) |
Nature of transaction |
Acquisition of ordinary shares following vesting of conditional performance share awards under LTIP |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated Information |
n/a |
||||
|
e) |
Date of transaction |
29 October 2021 |
||||
|
f) |
Place of transaction |
Outside a trading venue |
||||