ThinkSmart Limited PDMR / PCA Shareholdings (8840Y)

TIDMTSL

RNS Number : 8840Y

ThinkSmart Limited

08 December 2017

8 December 2017

ThinkSmart Limited

("ThinkSmart" or the "Company" and together with its subsidiaries the "Group")

PDMR / PCA Shareholdings

ThinkSmart Limited (AIM: TSL), was notified on 8 December 2017 that Ned Montarello, Executive Chairman of the Group, received 250,000 ordinary shares of no present value each in the Company ("Ordinary Shares") on 8 December 2017 (the "Transaction"), from the trustee of ThinkSmart's loan funded share plan ("Loan Funded Share Plan"). Prior to the Transaction, the trustee had been holding the Ordinary Shares on trust for Mr Montarello and the Transaction has resulted in Mr Montarello (as opposed to the trustee) being the registered holder of the Ordinary Shares. Mr Montarello received the shares in return for repaying his existing loan on the vested Ordinary Shares issued under the Company's 2012 Loan Funded Share Plan, as stated in the Company's admission document. Vesting of the loan funded shares, which occurred on 10 August 2015, was subject to certain performance criteria achieved prior to the Company's admission to AIM.

In addition, in accordance with the Loan Funded Share Plan, the Company will buy-back and cancel 750,000 and 500,000 Ordinary Shares which were issued to the trustee of ThinkSmart's Loan Funded Share Plan on 4 July 2013 and 18 September 2014 respectively to hold on trust for Mr Montarello subject to performance criteria. The 750,000 and 500,000 Ordinary Shares failed to vest due to not meeting the required performance criteria and so will be bought back, at nil cost to the Company, and cancelled shortly reducing both Mr Montarello's holding in the Company and also the number of Ordinary Shares in issue.

Post the Transaction and the cancellation of the 1,250,000 Ordinary Shares that did not vest, Mr Montarello's total holding will comprise of 29,061,036 Ordinary Shares (including 250,000 loan funded shares issued on 4 July 2013 which vested prior to admission to AIM but which remain subject to a loan), representing 27.88% of the Company's issued share capital of 104,228,744 (following the cancellation of the 1,250,000) Ordinary Shares.

A PDMR dealing notification will be made in due course following the completion of the buyback and cancellation of the 1,250,000 shares.

The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

 
 1.   Details of the Person discharging managerial 
       responsibilities ("PDMR") / person closely 
       associated with them ("PCA") 
---  --------------------------------------------------------------------- 
 a)   Name                            Mr Ned Montarello 
---  ------------------------------  ------------------------------------- 
 2.   Reason for the notification 
---  --------------------------------------------------------------------- 
 a)   Position / status               PDMR (Executive Chairman) 
---  ------------------------------  ------------------------------------- 
 b)   Initial notification            Initial notification 
       / amendment 
---  ------------------------------  ------------------------------------- 
 3.   Details of the issuer, emission allowance 
       market participant, auction platform, auctioneer 
       or auction monitor 
---  --------------------------------------------------------------------- 
 a)   Name                            ThinkSmart Limited 
---  ------------------------------  ------------------------------------- 
 b)   Legal Entity                    213800ZBZQVXHDZHET73 
       Identifier 
---  ------------------------------  ------------------------------------- 
 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                  Ordinary shares of NPV each 
       the financial                   in the Company 
       instrument                      AU000XINEAE8 
---  ------------------------------  ------------------------------------- 
 b)   Nature of the                   Transfer of legal title from 
       transaction                     ThinkSmart LTI Pty Ltd ("trustee") 
                                       to Ned Montarello for vested 
                                       Ordinary Shares issued under 
                                       the ThinkSmart Limited 2012 
                                       Loan Funded Share Plan and 
                                       previously held on trust 
                                       by trustee for Ned Montarello 
---  ------------------------------  ------------------------------------- 
 c)   Price(s) and                     Price(s)   Volume(s) 
       volume(s)                       ---------  ------------------------ 
                                        A$0.1923   250,000 Ordinary Shares 
                                       ---------  ------------------------ 
---  ------------------------------  ------------------------------------- 
 d)        Aggregated information 
             *    Aggregated volume     250,000 Ordinary Shares 
                                        A$0.1923 per Ordinary Share 
 
             *    Aggregated price 
 
 
             *    Aggregated total 
---  ------------------------------  ------------------------------------- 
 e)   Date of the transaction(s)      8 December 2017 
---  ------------------------------  ------------------------------------- 
 f)   Place of the                    London Stock Exchange, AIM 
       transaction 
---  ------------------------------  ------------------------------------- 
 

For further information please contact:

 
 ThinkSmart Limited              Via Instinctif Partners 
 Ned Montarello 
 
 Canaccord Genuity (Nominated 
  Adviser, Financial Adviser 
  and Joint Broker)              [phone] 
 Sunil Duggal 
  David Tyrrell 
  Andrew Buchanan 
  Richard Andrews 
 
 Peel Hunt LLP (Joint Broker)    [phone] 
 Charles Batten 
  Guy Wiehahn 
  Rishi Shah 
 
 Instinctif Partners             [phone] 
 Giles Stewart 
  Rui Videira 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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December 08, 2017 12:34 ET (17:34 GMT)