TIDMHSTN

RNS Number : 0566C

Hansteen Holdings plc

05 February 2020

5 February 2020

Hansteen Holdings PLC

("Hansteen" or the "Company")

Issue of equity and Notification of Transactions ("Notification") of Directors, Person Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them

Further to the announcement made by Hansteen on 4 February 2020 that the Court had sanctioned the Scheme of Arrangement (the "Scheme"), entered into between the Company and Potter UK Bidco Limited ("Bidco"), the holders ("Option Holders") of nil cost Call Rights ("Options") under the Hansteen Performance Share Plan 2012 ("PSP") became exercisable.

Full details of the Scheme are set out in the scheme document published on 10 January 2020 (the "Scheme Document"). Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document and the way in which the Options became exercisable were set out in the Performance Share Plan Share Option Proposal Letter, also published on 10 January 2020.

Following the Court sanction of the Scheme, Option Holders, have exercised their Options over 3,689,748 ordinary shares ("Shares") of GBP0.10 each in the Company, to be satisfied by the transfer of shares from the Hansteen Employee Benefit Trust (the "Trust").

On 4 February 2020 the Trust subscribed for 1,439,991 Shares which were duly allotted by the Company and have been used, together with the existing 2,249,757 Shares held by the Trust to satisfy the 3,689,748 Options exercised by the Option Holders under the PSP.

The Option Holders included three PDMRs, being directors of the Company. Further details of the exercise of their options are set out in the Notification below.

The Notification below, which has been made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 
1      Details of the person discharging managerial responsibilities/person closely associated 
a)     Name                          Ian Watson 
2      Reason for the notification 
a)     Position/status               Chief Executive Officer - Director 
b)     Initial                       Initial Notification 
       notification/Amendment 
3      Details of the issuer, emission allowance market participant, auction platform, auctioneer 
        or auction monitor 
a)     Name                          Hansteen Holdings PLC 
b)     LEI                           2138007274QQL9KBWY58 
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            Ordinary shares of GBP0.10 each in the capital of Hansteen Holdings PLC 
       financial instrument, type     GB00B0PPFY88 
       of instrument 
       Identification code 
b)     Nature of transaction         Exercise of options over 456,879 Ordinary Shares pursuant to Hansteen Holdings 
                                     PLC Performance 
                                     Share Plan 2012 
c)     Price(s) and volume(s)        Price(s)                      Volume(s) 
    nil                                                            456,879 
 
d)     Aggregated information        Price                         Volume                       Total 
        - Aggregated volume 
        - Price 
    nil                                                            456,879                      nil 
 
e)     Date of the transaction       4 February 2020 
f)     Place of the transaction      Outside a trading venue 
 
 
1      Details of the person discharging managerial responsibilities/person closely associated 
a)     Name                         Morgan Jones 
2      Reason for the notification 
a)     Position/status              Chief Executive Officer - Director 
b)     Initial                      Initial Notification 
       notification/Amendment 
3      Details of the issuer, emission allowance market participant, auction platform, auctioneer 
        or auction monitor 
a)     Name                         Hansteen Holdings PLC 
b)     LEI                          2138007274QQL9KBWY58 
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           Ordinary shares of GBP0.10 each in the capital of Hansteen Holdings PLC 
       financial instrument,         GB00B0PPFY88 
       type of instrument 
       Identification code 
b)     Nature of transaction        Exercise of options over 456,879 Ordinary Shares pursuant to Hansteen Holdings PLC 
                                    Performance 
                                    Share Plan 2012 
c)     Price(s) and volume(s)       Price(s)                      Volume(s) 
       nil                                                           456,879 
 
d)     Aggregated information       Price                         Volume                       Total 
        - Aggregated volume 
        - Price 
       nil                                                           456,879                      nil 
 
e)     Date of the transaction      4 February 2020 
f)     Place of the transaction     Outside a trading venue 
 
 
1      Details of the person discharging managerial responsibilities/person closely associated 
a)     Name                         Richard Lowes 
2      Reason for the notification 
a)     Position/status              Finance Director 
b)     Initial                      Initial Notification 
       notification/Amendment 
3      Details of the issuer, emission allowance market participant, auction platform, auctioneer 
        or auction monitor 
a)     Name                         Hansteen Holdings PLC 
b)     LEI                          2138007274QQL9KBWY58 
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           Ordinary shares of GBP0.10 each in the capital of Hansteen Holdings PLC 
       financial instrument,         GB00B0PPFY88 
       type of instrument 
       Identification code 
b)     Nature of transaction        Exercise of options over 1,187,386 Ordinary Shares pursuant to Hansteen Holdings 
                                    PLC Performance 
                                    Share Plan 2012 
c)     Price(s) and volume(s)       Price(s)                     Volume(s) 
     nil                                                         1,187,386 
 
d)     Aggregated information       Price                        Volume                      Price 
        - Aggregated volume 
        - Price 
     nil                                                         1,187,386                   nil 
 
e)      Date of the transaction     4 February 2020 
f)      Place of the transaction    Outside a trading venue

For further information:

Anne-Marie Wells

Link Company Matters Limited

Company Secretary

Tel: 020 7954 9685

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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February 05, 2020 05:30 ET (10:30 GMT)

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