Wireless Group PLC (the "Company")
Director Shareholdings, notification of board changes and Cancellation of Listing
The Company announces the following transactions by the Executive Directors of the Company.
This notification is made in accordance with Article 19(3) of the Market Abuse Regulation (EU) No 596/2014 and Listing Rule 9.6.11R.
Exercise of LTIP options
On 26 September 2016, share awards granted under the Wireless Group Plc Performance Share Plan in the form of nil cost options over ordinary shares in the Company ("Ordinary Shares") ("LTIP Awards") vested in connection with the recommended offer made by News Corp UK & Ireland Limited ("Offeror") for the whole of the issued and to be issued ordinary share capital of the Company not already owned or agreed to be acquired by the Offeror (the "Offer") being declared unconditional in all respects.
Following the vesting of the LTIP Awards, the Executive Directors have exercised their LTIP Awards and have become beneficially interested in the following number of Ordinary Shares:
|Name of PDMR||Position||Ordinary Shares to be acquired on exercise of LTIP Awards||Date of exercise of LTIP Awards|
|S Taunton||Executive Director||289,020||26 September 2016|
|N McKeown||Executive Director||211,313||26 September 2016|
Admission of New Ordinary Shares
The LTIP Awards will be satisfied as soon as practicable following this announcement by the transfer of Ordinary Shares from the Wireless Group Plc Employee Benefit Trust ("EBT") to the Executive Directors in an amount equal to the number Ordinary Shares over which the LTIP Awards have been exercised. The EBT has subscribed for 1,267,327 new Ordinary Shares in order to satisfy the LTIP Awards (and awards made to other participants in the LTIP scheme) (the "New Ordinary Shares").
Application has been made to the UK Listing Authority for the New Ordinary Shares, which will rank pari passu in all respects with the Company's existing Ordinary Shares, to be admitted to the Official List maintained by the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its Main Market for listed securities, with dealings in the New Ordinary Shares expected to commence on or around 29 September 2016.
Application has also been made to the Irish Stock Exchange for the New Ordinary Shares to be admitted to the Official List of the Irish Stock Exchange and to trading on the Irish Stock Exchange’s Main Market for listed securities, with dealings in the New Ordinary Shares expected to commence on or around 29 September 2016.
Notification of Board Changes
As a result of the Offer having been declared unconditional in all respects, Non-Executive Directors Andy Anson, Roisin Brennan, Helen Kirkpatrick and Stephen Kirkpatrick have stepped down from the Board of Wireless with immediate effect and Executive Chairman Richard Huntingford has agreed to step down with effect from the date of delisting. The Board would like to thank the Executive Chairman and the Non-Executive Directors for their service to Wireless and support during the Offer process, and wish them well for the future.
Rebekah Brooks and David Dinsmore have been appointed as new directors of Wireless with immediate effect. There is no information that requires disclosure under paragraphs 9.6.13R(1) to (6) of the Listing Rules in respect of the new directors of Wireless.
Cancellation of Listing
Wireless wishes to announce that applications will be made to the UK Listing Authority and the Irish Stock Exchange for the cancellation of the admission to trading of Wireless Shares on the London Stock Exchange and Irish Stock Exchange. Wireless notes the announcement by News Corp UK & Ireland Limited on 26 September 2016, that its Offer to acquire the entire issued and to be issued share capital of Wireless had become wholly unconditional and accordingly, the cancellation notice period commenced on 26 September 2016. It is anticipated that cancellation of listing and trading will take effect no earlier than 8.00 a.m. (Irish time) on 24 October 2016.
Name of contact and telephone number for queries:
James Devas at Maitland +44 20 7379 5151
For and on behalf of Wireless Group plc
Group Finance Director & Company Secretary
26 September 2016