14th Jun 2017 17:16
14 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Waterman Group PLC
("Waterman" or the "Company")
Cancellation and Exercise of Options
Waterman Group plc, a leading engineering and environmental consultancy, notes the announcement released by CTI Engineering Co., Ltd ("CTI") earlier today, in connection with its recommended cash offer for the Company (the "Offer"), in which it confirmed that it had acquired or received valid acceptances representing more than 75 per cent. of the voting rights attaching to Waterman shares.
Exercise of LTIP options
As a result of CTI holding over 50 per cent. of the voting rights attaching to Waterman shares, the Company confirms that certain of the options issued pursuant to the Waterman Long Term Incentive Plan 2014 (the "LTIP") have now become exercisable, being upon a change of control of the Company. Accordingly, Nick Taylor, Chief Executive Officer, Alex Steele, Chief Financial Officer, Craig Beresford, Chief Operating Officer (Property) (each a director of the Company) and Neil Humphrey, Chief Operating Officer (Infrastructure and Environment) (a PDMR of the Company) (together, the "Management"), have exercised the nil-cost options detailed in the table below, as a result of which the Company has issued 1,280,000 new Waterman ordinary shares ("Ordinary Shares").
Name | No. of Ordinary Shares issued pursuant to exercise of options |
Nick Taylor | 512,000 |
Alex Steele | 256,000 |
Craig Beresford | 256,000 |
Neil Humphrey | 256,000 |
In addition, pursuant to the triggering of the change of control provision in respect of the nil-cost LTIP options held by certain employees of the Company, Waterman has issued a further 1,260,000 Ordinary Shares to employees of the Company. Following the exercise of LTIP options by Management and other employees of the Company, the total number of Ordinary Shares issued is 2,540,000.
The Company confirms that all of these new Ordinary Shares were, immediately upon issue, transferred to the LTIP option holders. These individuals immediately then sold these new Ordinary Shares to CTI under the Offer at the Offer price of 140p per new Ordinary Share.
Cancellation
Waterman confirms that CTI has requested that application is made to the London Stock Exchange and the UKLA for the cancellation, respectively, of trading in the Ordinary Shares on the London Stock Exchange's Main Market for listed securities and of the listing of Waterman Shares on the premium segment of the Official List ("Cancellation").
As noted in the document published in connection with the Offer (the "Offer Document"), Waterman shareholders will be given a notice period of not less than 20 business days of Cancellation. The Cancellation is expected to take effect from 8.00 a.m. on 13 July 2017. After this time, the Ordinary Shares will no longer be admitted to trading on the Main Market of the London Stock Exchange.
Total voting rights
The new Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares. Following the issue of the new Ordinary Shares, the Company's issued share capital consists of 33,298,824 Ordinary Shares, each carrying one voting right. The Company does not hold any Ordinary Shares 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 FCA's Disclosure Guidance and Transparency Rules.
In view of the intended Cancellation and the immediate transfer to CTI of the new Ordinary Shares, as detailed above, it is not intended that the new Ordinary Shares be admitted to trading on the Main Market of the London Stock Exchange or to listing on the Official List of the UKLA.
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail.
Unless otherwise defined in this announcement, terms defined in the Offer Document have the same meaning in this announcement.
For further information, call:
Waterman Group plc
Marie-Anne Culnane, Company Secretary
033-0060-4808
www.watermangroup.com
N+1 Singer
Sandy Fraser / Lauren Kettle
020-7496-3000
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Nick Taylor | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Executive Officer (PDMR) | ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Exercise of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Nick Taylor | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Executive Officer (PDMR) | ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Sale of shares | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Alex Steele | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Financial Officer (PDMR) | ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Exercise of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Alex Steele | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Financial Officer (PDMR) | ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Sale of shares | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Craig Beresford | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Operating Officer (Property) (PDMR) | ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Exercise of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Craig Beresford | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Operating Officer (Property) (PDMR) | ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Sale of shares | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Neil Humphrey | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Operating Officer (Infrastructure & Environment) (PDMR)
| ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Exercise of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Neil Humphrey | ||||
2
| Reason for the notification | |||||
a)
| Position/status
| Chief Operating Officer (Infrastructure & Environment) (PDMR)
| ||||
b)
| Initial notification /Amendment
| Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Waterman Group plc | ||||
b)
| LEI
| 213800KDXZ8ZTL191U40 | ||||
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
Identification code
|
Ordinary Shares of 10p each
GB0009422543
| ||||
b)
| Nature of the transaction
| Sale of shares | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price | N/A (individual transaction)
| ||||
e)
| Date of the transaction
| 14 June 2017 | ||||
f) | Place of the transaction | Off-market | ||||
Related Shares:
WTM.L