18th Mar 2019 16:17
18 March 2019
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
This notification relates to an award made to Joseph C. Brandt under the Private Incentive Plan (PIP) by Reservoir Capital Group. The PIP is a legacy plan established by Reservoir Capital Group in connection with its original investment in the business now held by ContourGlobal plc and modified in anticipation of listing. The information available to the Company in relation to the PIP at the time of the Initial Public Offering in November 2017 was set out in the Prospectus dated 9 November 2017.
ContourGlobal plc ('the Company') is not a party to the PIP and has no financial obligation to pay cash or issue shares to settle the PIP. All shares that might be delivered to Mr Brandt under the award would be funded by Reservoir Capital Group as outlined at the time of the Company's Initial Public Offering.
The award is in the form of partnership units in Contour Management Holdings LLC which is a partner in Contour Global L.P. (the limited partnership through which Reservoir Capital Group owns shares in ContourGlobal plc). The award is of Class S units, Class C units and Class B units. Under the terms of the PIP, those units entitle the award-holder to receive from Contour Management Holdings LLC cash or shares in the Company if certain financial performance conditions are achieved. Further details of the PIP and of the award will be included in the Company's 2018 Directors' Remuneration Report.
The following notification is made pursuant to Article 19(3) of the Market Abuse Regulation:
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||||||||||||
a) | Name | Joseph C Brandt | |||||||||||||||||||
2 | Reason for the notification | ||||||||||||||||||||
a) | Position/status | President & Chief Executive Officer | |||||||||||||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||
a) | Name | ContourGlobal plc | |||||||||||||||||||
b) | LEI | 5493002I3A4J5TFOR115 | |||||||||||||||||||
4 | Details of the transactions(s): | ||||||||||||||||||||
a) | Description of the financial instrument, type of instrument | Ordinary Shares of 1p | |||||||||||||||||||
b) | Description of the financial instrument, type of instrument | ||||||||||||||||||||
c) | Nature of the transaction | Grant of award | |||||||||||||||||||
d) | Price(s) and volume(s) |
The table below illustrates the number of shares in ContourGlobal plc that would be delivered by Reservoir Capital Group under the award through the Class B and Class C units (in aggregate) for certain assumed levels of return to Reservoir Capital Group on its investment in ContourGlobal plc. A higher level of return would result in a higher number of shares.
*Assumes USD/GBP rate of $1.275, no dividends on ContourGlobal plc shares and that shares are sold or valued on 1 November 2020. ** The number of shares delivered under the Class C and Class B units increases above 12,773,880 in higher sale price scenarios. | |||||||||||||||||||
e) | Date of the transaction | 27-12-2018 | |||||||||||||||||||
f) | Place of the transaction | Outside a trading venue | |||||||||||||||||||
Additional Notes
· Class S Units deliver an award of shares in ContourGlobal plc subject to certain thresholds. These units are similar in nature to a restricted stock award of 6,943,864 ContourGlobal plc shares, subject to an underpin share price. At final implementation Reservoir Capital Group set the underpin share price for the Class S units at $2.23 (c.£1.75) (threshold) assuming no dividends, to reflect the share price at the time of final allocation rather than the £2.57 threshold referred to in the Prospectus.
· Class C and B Units deliver an award of ContourGlobal plc shares subject to certain thresholds and after deducting value arising from Class S Units. Distributions from Class B and C Units are subject to Reservoir Capital Group realising value from its investment in ContourGlobal plc, and the scheme stays in effect until Reservoir Capital Group has disposed of all its Ordinary Shares in ContourGlobal plc.
· Class B Units are fully vested. Class C and S Units vest in equal tranches over the three year period from IPO. The date of full vesting is 27 December 2020.
Related Shares:
GLO.L