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On 31 July 2025, Duke Capital Limited's Remuneration Committee approved the grant of 4,663,000 conditional performance share awards (PSAs) for the financial year to 31 March 2025, including 1,342,000 PSAs each to Neil Johnson and Charlie Cannon Brookes. Concurrently, 1,318,233 PSAs granted for the financial year ended 31 March 2022 vested, representing 33.3% of that grant, resulting in the transfer of 1,318,233 shares from the Employee Benefit Trust to beneficiaries. Following the vesting, 370,600 shares were sold at a volume weighted average price of approximately 29.01 pence to cover tax liabilities.
| Date | 1 Aug 2025 |
| Time | 08:08:53 |
| Category | Director/PDMR dealings |
| ID | 5854T |
1 August 2025
Duke Capital Limited
("Duke Capital", "Duke" or the "Company")
Performance Share Awards
Director/PDMR Dealings
Duke Capital Limited (AIM: DUKE), a leading provider of hybrid capital solutions for SME business owners in Europe and North America, announces that the Company's Remuneration Committee has approved the grant of a total of 4,663,000 conditional rights to acquire ordinary shares of no par value ("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 2025 have been granted as follows:
|
Neil Johnson |
1,342,000 |
|
Charlie Cannon Brookes |
1,342,000 |
|
Other employees (non-PDMRs) |
1,949,000 |
|
Total |
4,633,000 |
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 PSAs 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 2022 PSAs, transfer from Employee Benefit Trust ("EBT") & Director/PDMR interests
The Company also announces that a total of 1,318,233 PSAs, previously granted under the Company's LTIP in relation to the financial year ended 31 March 2022, have vested, representing 33.3% of the PSAs granted at that time.
Accordingly, 1,318,233 existing ordinary shares held within the EBT have now been transferred to the beneficiaries, of which 370,600 shares have been sold at a volume weighted average price of approximately 29.01 pence in order to meet certain tax liabilities arising upon issue of the PSAs. 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:
|
Director/PDMR |
Total ordinary shares held |
|
Neil Johnson (1) |
7,886,872 |
|
Charlie Cannon Brookes (2) |
12,506,402 |
(1) Mr Johnson is Abingdon Capital Corporation's sole voting shareholder which legally owns 2,123,149 ordinary shares included within this figure.
(2) Mr Cannon Brookes a Director and shareholder of Arlington Asset Management Limited ("Arlington"). This figure includes 5,818,181 ordinary shares legally owned by Arlington.
Total voting rights and EBT share transfer
Following the transfer of the 1,318,233 shares to LTIP beneficiaries, the Company continues to have 509,815,773 ordinary shares in issue admitted to trading on AIM, of which 6,299,46 will be held by the EBT. This figure (509,815,773) 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.dukecapital.com or contact:
|
Duke Capital Limited |
Neil Johnson / Charles Cannon Brookes / Hugo Evans
|
+44 (0) 1481 231 816 |
|
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker) |
Robin Tozer / Callum Davidson / Michael Johnson |
+44 (0) 207 220 0500
|
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|
|
|
|
Canaccord Genuity Limited (Joint Broker)
|
Adam James / Harry Rees |
+44 (0) 207 523 8000 |
|
SEC Newgate (Financial Communications) |
Elisabeth Cowell / Alice Cho / Gwen Samuel |
+ +44 (0) 20 3757 6882 dukecapital@secnewgate.co.uk |
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 Capital 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: 31 July 2025 |
||||
|
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 Capital 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 |
31 July 2025 |
||||
|
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 Capital 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 |
Volume weighted average price of 29.013492 p per share |
||||||
|
e) |
Date of transaction |
31 July 2025 |
||||||
|
f) |
Place of transaction |
London Stock Exchange - AIM |
||||||
|
1. |
Details of the person discharging managerial responsibilities/persons closely associated |
|||||
|
a) |
Name |
Charlie Cannon Brookes |
||||
|
2. |
Reason for notification |
|||||
|
a) |
Position/Status |
Chief Investment Officer |
||||
|
b) |
Initial notification/amendment |
Initial |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Duke Capital 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: 31 July 2025 |
||||
|
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 |
Chief Investment Officer |
||||
|
b) |
Initial notification/amendment |
Initial |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Duke Capital 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 |
31 July 2025 |
||||
|
f) |
Place of transaction |
Outside a trading venue |
||||