Schroders plc
(the "Company")
Following the Company's announcement on 20 September 2022 that it had completed the simplification of its dual class share structure, the following notifications made under Article 19(1) of the UK Market Abuse Regulation ("MAR") relate to the impact of the simplification on the shareholdings of the directors of the Company (and persons closely associated with them for the purposes of MAR). The shareholdings of the directors of the Company (and persons closely associated with them) have been treated in the same way under the simplification as the shareholdings of all other shareholders. For the avoidance of doubt, there has been no separate acquisition, disposal or other dealing in the Company by any of the directors (or any persons closely associated with them). This announcement is made in accordance with Article 19(3) of MAR.
22 September 2022
Graham Staples
Company Secretary
Schroders plc
Tel: 020 7658 6742
Notification of transactions by persons discharging managerial responsibilities and persons closely associated with them
Schroders plc directors (other than directors who are members of the Principal Shareholder Group)
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a |
Name |
1. Peter Harrison (Group Chief Executive) 2. Richard Keers (Chief Financial Officer) 3. Dame Elizabeth Corley (Chair) 4. Ian King (Senior Independent Director) 5. Sir Damon Buffini (Independent Non-executive Director) 6. Rhian Davies (Independent Non-executive Director) 7. Rakhi Goss-Custard (Independent Non-executive Director) 8. Matthew Westerman (Independent Non-executive Director) |
||||
|
2 |
Reason for the notification |
|||||
|
a |
Position / status |
Directors |
||||
|
b |
Initial notification / Amendment |
Initial notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a |
Name |
Schroders plc |
||||
|
b |
LEI |
2138001YYBULX5SZ2H24 |
||||
|
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 |
Prior to simplification 1. Ordinary shares of £1 each, with voting rights attached ("Ordinary Shares") 2. Ordinary shares of £1 each, without voting rights attached ("Non-Voting Ordinary Shares") Following simplification 3. Ordinary shares of 20 pence each, with voting rights attached ("New Ordinary Shares") |
||||
|
|
Identification code |
1. GB0002405495 2. GB0002395811 3. GB00BP9LHF23 |
||||
|
b |
Nature of the transaction |
The Company completed the simplification of its dual share class structure on 20 September 2022 and the shares held by directors of the Company were subject to that simplification in the same manner as shares held by all other shareholders. The Company: - issued 39,886,305 Ordinary Shares to existing holders of Ordinary Shares by way of a bonus issue (representing 3 additional Ordinary Shares for every 17 Ordinary Shares held at 6.00pm on 16 September 2022) (the "Compensatory Bonus Issue");
- enfranchised its 56,505,600 Non-Voting Ordinary Shares by re-designating them into 56,505,600 Ordinary Shares with full voting rights (the "Enfranchisement"); and
- subsequently sub-divided the Company's total resulting 322,414,305 Ordinary Shares of £1 each into 1,612,071,525 New Ordinary Shares of 20 pence each (the "Sub-Division").
|
||||
|
c |
Price(s) and volume(s)
|
|
Ordinary Shares received under Compensatory Bonus Issue |
Enfranchisement of Non-Voting Shares |
Total Ordinary Shares following Enfranchisement and Compensatory Bonus Issue |
Total New Ordinary Shares following Sub-Division |
|
Peter Harrison |
1,810 |
0 |
12,069 |
60,345 |
||
|
Richard Keers |
186 |
0 |
1,244 |
6,220 |
||
|
Dame Elizabeth Corley |
1,058 |
6,000 |
13,058 |
65,290 |
||
|
Ian King |
0 |
2,641 |
2,641 |
13,205 |
||
|
Sir Damon Buffini |
0 |
5,000 |
5,000 |
25,000 |
||
|
Rhian Davies |
0 |
1,000 |
1,000 |
5,000 |
||
|
Rakhi Goss-Custard |
118 |
0 |
787 |
3,935 |
||
|
Matthew Westerman |
352 |
0 |
2,352 |
11,760 |
||
|
d |
Aggregated information - Aggregated volume |
|
||||
|
|
- Price |
N/A |
||||
|
e |
Date of the transaction |
20 September 2022 |
||||
|
f |
Place of the transaction |
London Stock Exchange, Main Market (XLON) |
||||
Claire Fitzalan Howard
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a |
Name |
1. Claire Fitzalan Howard 2. Vincitas Limited, Veritas Limited, Alster Limited and Treva Limited, each as a trustee company of various trusts settled by the Schroder family of which Claire Fitzalan Howard is a potential beneficiary 3. Flavida Limited and Fervida Limited, each as a protector company of the trusts noted at 2. above |
||||
|
2 |
Reason for the notification |
|||||
|
a |
Position / status |
1. Non-executive director of the Company 2 - 3. These companies are persons closely associated with Claire Fitzalan Howard for the purposes of MAR |
||||
|
b |
Initial notification / Amendment |
Initial notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a |
Name |
Schroders plc |
||||
|
b |
LEI |
2138001YYBULX5SZ2H24 |
||||
|
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 |
Prior to simplification 1. Ordinary shares of £1 each, with voting rights attached ("Ordinary Shares") 2. Ordinary shares of £1 each, without voting rights attached ("Non-Voting Ordinary Shares") Following simplification 3. Ordinary shares of 20 pence each, with voting rights attached ("New Ordinary Shares") |
||||
|
|
Identification code |
1. GB0002405495 2. GB0002395811 3. GB00BP9LHF23 |
||||
|
b |
Nature of the transaction |
The Company completed the simplification of its dual share class structure on 20 September 2022 and the shares held by directors of the Company (and persons closely associated with them for the purposes of MAR) were subject to that simplification in the same manner as shares held by all other shareholders. The Company: - issued 39,886,305 Ordinary Shares to existing holders of Ordinary Shares by way of a bonus issue (representing 3 additional Ordinary Shares for every 17 Ordinary Shares held at 6.00pm on 16 September 2022) (the "Compensatory Bonus Issue");
- enfranchised its 56,505,600 Non-Voting Ordinary Shares by re-designating them into 56,505,600 Ordinary Shares with full voting rights (the "Enfranchisement"); and
- subsequently sub-divided the Company's total resulting 322,414,305 Ordinary Shares of £1 each into 1,612,071,525 New Ordinary Shares of 20 pence each (the "Sub-Division").
|
||||
|
c |
Price(s) and volume(s)
|
|
Ordinary Shares received under Compensatory Bonus Issue |
Enfranchisement of Non-Voting Shares |
Total Ordinary Shares following Enfranchisement and Compensatory Bonus Issue |
Total New Ordinary Shares following Sub-Division |
|
Claire Fitzalan Howard |
5,294 |
0 |
35,294 |
176,470 |
||
|
Vincitas Limited |
10,702,217 |
4,700,023
|
76,048,131 |
380,240,655 |
||
|
Veritas Limited |
5,923,860 |
5,296,563
|
44,788,961 |
223,944,805 |
||
|
Alster Limited |
598,883 |
0
|
3,992,548 |
19,962,740 |
||
|
Treva Limited |
40,107 |
39,567
|
306,951 |
1,534,755 |
||
|
Flavida Limited |
10,742,324 |
4,739,590 |
76,355,082 |
381,775,410 |
||
|
Fervida Limited |
6,522,743 |
5,296,563
|
48,781,509 |
243,907,545 |
||
|
Note: transactions disclosed in respect of Flavida Limited and Fervida Limited are in respect of shareholdings held by Vincitas Limited, Veritas Limited, Alster Limited and/or Treva Limited, trustees of trusts settled by the Schroder family of which Flavida Limited and Fervida Limited are protectors. |
||||||
|
d |
Aggregated information - Aggregated volume |
|
||||
|
|
- Price |
N/A |
||||
|
e |
Date of the transaction |
20 September 2022 |
||||
|
f |
Place of the transaction |
London Stock Exchange, Main Market (XLON) |
||||
Leonie Schroder
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a |
Name |
1. Leonie Schroder 2. Vincitas Limited, Veritas Limited, Alster Limited and Treva Limited, each as a trustee company of various trusts settled by the Schroder family of which Leonie Schroder or persons closely associated with her are a potential beneficiary 3. Flavida Limited and Fervida Limited, each as a protector company of the trusts noted at 2. above 4. Lionel Trustees I Limited and Lionel Trustees II Limited as the trustees of a UK resident trust established by the will of Bruno Lionel Schroder (dec'd) 5. MEB Investments Limited, CRH Investments Limited and JMF Investments Limited, each an investment company controlled by Lionel Trustees I Limited and Lionel Trustees II Limited |
||||
|
2 |
Reason for the notification |
|||||
|
a |
Position / status |
1. Non-executive director of the Company 2 - 5. These companies are persons closely associated with Leonie Schroder for the purposes of MAR |
||||
|
b |
Initial notification / Amendment |
Initial notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a |
Name |
Schroders plc |
||||
|
b |
LEI |
2138001YYBULX5SZ2H24 |
||||
|
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 |
Prior to simplification 1. Ordinary shares of £1 each, with voting rights attached ("Ordinary Shares") 2. Ordinary shares of £1 each, without voting rights attached ("Non-Voting Ordinary Shares") Following simplification 3. Ordinary shares of 20 pence each, with voting rights attached ("New Ordinary Shares") |
||||
|
|
Identification code |
1. GB0002405495 2. GB0002395811 3. GB00BP9LHF23 |
||||
|
b |
Nature of the transaction |
The Company completed the simplification of its dual share class structure on 20 September 2022 and the shares held by directors of the Company (and persons closely associated with them for the purposes of MAR) were subject to that simplification in the same manner as shares held by all other shareholders. The Company: - issued 39,886,305 Ordinary Shares to existing holders of Ordinary Shares by way of a bonus issue (representing 3 additional Ordinary Shares for every 17 Ordinary Shares held at 6.00pm on 16 September 2022) (the "Compensatory Bonus Issue");
- enfranchised its 56,505,600 Non-Voting Ordinary Shares by re-designating them into 56,505,600 Ordinary Shares with full voting rights (the "Enfranchisement"); and
- subsequently sub-divided the Company's total resulting 322,414,305 Ordinary Shares of £1 each into 1,612,071,525 New Ordinary Shares of 20 pence each (the "Sub-Division").
|
||||
|
c |
Price(s) and volume(s)
|
|
Ordinary Shares received under Compensatory Bonus Issue |
Enfranchisement of Non-Voting Shares |
Total Ordinary Shares following Enfranchisement and Compensatory Bonus Issue |
Total New Ordinary Shares following Sub-Division |
|
Leonie Schroder |
305,310 |
50,760
|
2,086,158 |
10,430,790 |
||
|
Vincitas Limited |
10,702,217 |
4,700,023
|
76,048,131 |
380,240,655 |
||
|
Veritas Limited |
6,460,836 |
5,983,749
|
49,055,995 |
245,279,975 |
||
|
Alster Limited |
171,219
|
0
|
1,141,455
|
5,707,275 |
||
|
Treva Limited |
40,107 |
39,567
|
306,951 |
1,534,755 |
||
|
Flavida Limited |
10,742,324 |
4,739,590
|
76,355,082 |
381,775,410 |
||
|
Fervida Limited |
6,550,118 |
5,935,977
|
49,603,431
|
248,017,155 |
||
|
Lionel Trustees I Limited and Lionel Trustees II Limited |
43,318 |
59,310
|
348,097 |
1,740,485 |
||
|
MEB Investments Limited and |
269,479 |
0
|
1,796,525 |
8,982,625 |
||
|
CRH Investments Limited |
269,479 |
0
|
1,796,525 |
8,982,625 |
||
|
JMF Investments Limited |
269,479 |
0
|
1,796,525 |
8,982,625 |
||
|
Note: transactions disclosed in respect of Flavida Limited and Fervida Limited are in respect of shareholdings held by Vincitas Limited, Veritas Limited, Alster Limited and/or Treva Limited, trustees of trusts settled by the Schroder family of which Flavida Limited and Fervida Limited are protectors. |
||||||
|
d |
Aggregated information - Aggregated volume |
|
||||
|
|
- Price |
N/A |
||||
|
e |
Date of the transaction |
20 September 2022 |
||||
|
f |
Place of the transaction |
London Stock Exchange, Main Market (XLON) |
||||
Note: numbers reported in this announcement are subject to de minimis amendments due to rounding adjustments as a result of the Compensatory Bonus Issue.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
