TIDMSFOR

RNS Number : 4386Z

S4 Capital PLC

24 January 2022

24 January 2022

S4 Capital plc

("S(4) Capital" or the "Company")

Notification of a transaction by a Person Closely Associated ("PCA") of a Person Discharging Managerial Responsibilities ("PDMR") and TR-1

The Company was notified on 21 January 2022 that SEF4 Investment SCSp had transferred directly to one of its investors 1,435,862 ordinary shares of 0.25p each in the capital of the Company ("Shares") (0.26% of the entire issued share capital of the Company). SEF4 Investment SCSp is deemed to be a PCA of Daniel Pinto, a Non-Executive Director of S (4) Capital, because SEF4 Investment SCSp is managed by Stanhope Capital, of which Daniel Pinto is the Chief Executive .

Following the above transfer, SEF4 Investment SCSp continues to hold 36,375,362 Shares, representing approximately 6.55% of the entire issued share capital of the Company.

The Notification of Dealing Form and TR-1 can be found below. This notification is made in accordance with the requirements of the Market Abuse Regulation.

 
 1     Details of the person discharging managerial responsibilities/person 
        closely associated 
 a)    Name 
                                         SEF4 Investment SCSp 
      ------------------------------  ------------------------------------------------------------------ 
 2     Reason for the Notification 
      -------------------------------------------------------------------------------------------------- 
 a)    Position/status                 PCA of non-executive director Daniel 
                                        Pinto 
      ------------------------------  ------------------------------------------------------------------ 
 b)    Initial notification/           Initial 
        Amendment 
      ------------------------------  ------------------------------------------------------------------ 
 3     Details of the issuer, emission allowance market 
        participant, auction platform, auctioneer or auction 
        monitor 
      -------------------------------------------------------------------------------------------------- 
 a)    Name                            S(4) Capital plc 
      ------------------------------  ------------------------------------------------------------------ 
 b)    LEI                             LEI: 21380068SP9V65KPQN68 
      ------------------------------  ------------------------------------------------------------------ 
 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                     Ordinary shares of 25 pence each 
        of the financial 
        instrument, 
        type of instrument 
      ------------------------------  ------------------------------------------------------------------ 
       Identification                  GB00BFZZM640 
        code 
      ------------------------------  ------------------------------------------------------------------ 
 b)    Nature of                       Share sale 
        the transaction 
      ------------------------------  ------------------------------------------------------------------ 
 c)    Price(s)                        Price                              Volume 
        and volume(s) 
      ------------------------------  ----------------------------------  ------------------------------ 
   GBPNIL (non-cash consideration)                                        1,435,862 
  ----------------------------------                                      ------------------------------ 
 d)    Aggregated                       Aggregate                        Aggregate   Aggregate total 
        information                      Price                           volume 
 
        Aggregated 
        volume 
      ------------------------------  ---------------------------------  ----------  ------------------- 
   GBPNIL (non-cash                  1,435,862                                       GBPN/A 
    consideration) 
  ---------------------------------  ----------------------------------------------  ------------------- 
 e)    Date of the                     20 January 2022 
        transaction 
      ------------------------------  ------------------------------------------------------------------ 
 f)    Place of                        London 
        the transaction 
      ------------------------------  ------------------------------------------------------------------ 
 
 

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB00BFZZM640

Issuer Name

S(4) CAPITAL PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

SEF4 Investment SCSp

City of registered office (if applicable)

Luxembourg

Country of registered office (if applicable)

Luxembourg

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above

City of registered office (if applicable)

Country of registered office (if applicable)

5. Date on which the threshold was crossed or reached

20-Jan-2022

6. Date on which Issuer notified

21-Jan-2022

7. Total positions of person(s) subject to the notification obligation

 
                           % of voting rights      % of voting rights     Total of both in %      Total number of 
                           attached to shares      through financial      (8.A + 8.B)             voting rights held 
                           (total of 8.A)          instruments (total                             in issuer 
                                                   of 8.B 1 + 8.B 2) 
Resulting situation on 
 the date on which 
 threshold was crossed 
 or reached              6.55                    0                      6.55                    555,464,514 
                         ======================  =====================  ======================  ====================== 
Position of previous 
 notification (if 
 applicable) 
                         ======================  =====================  ======================  ====================== 
 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

 
Class/Type      Number of direct voting   Number of indirect        % of direct voting        % of indirect voting 
 of shares      rights (DTR5.1)           voting rights (DTR5.2.1)  rights (DTR5.1)           rights (DTR5.2.1) 
 ISIN code(if 
 possible) 
GB00BFZZM640    36,375,362                                          6.55%                     0 
                ========================  ========================  ========================  ======================== 
Sub Total 8.A   36,375,362                                          6.55% 
                ==================================================  ================================================== 
 

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

 
Type of financial  Expiration date  Exercise/conversion period  Number of voting rights that may    % of voting rights 
 instrument                                                     be acquired if the instrument is 
                                                                exercised/converted 
 
Sub Total 8.B1 
                   ===========================================  ==================================  ================== 
 

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

 
Type of         Expiration date  Exercise/conversion   Physical or cash      Number of voting       % of voting rights 
 financial                       period                settlement            rights 
 instrument 
 
Sub Total 8.B2 
                ===========================================================  =====================  ================== 
 

9. Information in relation to the person subject to the notification obligation

1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer

 
Ultimate controlling  Name of controlled       % of voting rights if   % of voting rights      Total of both if it 
 person               undertaking              it equals or is higher  through financial       equals or is higher 
                                               than the notifiable     instruments if it       than the notifiable 
                                               threshold               equals or is higher     threshold 
                                                                       than the notifiable 
                                                                       threshold 
 
 

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional Information

Contact: Danny Brower

Telephone Number : +44 (0)20 7725 1800

12. Date of Completion

21-Jan-2022

13. Place Of Completion

London, United Kingdom

Enquiries:

   S(4) Capital plc                                         Tel: +44 (0)20 3793 0003 

Sir Martin Sorrell (Executive Chairman)

   Powerscourt                                          Tel: +44 (0)7713 246 126 

(PR Adviser to S(4) Capital plc)

 
  Jane Glover 
 

About S (4) Capital

S (4) Capital (SFOR.L) is the tech-led, new age/new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial-driven influencer brands. This will be achieved by integrating leading businesses in three practice areas: content, data&digital media and technology services, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

Digital is by far the fastest-growing segment of the advertising market. S (4) Capital estimates that in 2021 digital accounted for approximately 60% or $420-450 billion of total global advertising spend of $700-750 billion (excluding over $500 billion of trade promotion marketing, the primary target of the Amazon advertising platform) and projects that by 2022 total global advertising spend will expand to $770-850 billion and digital's share will grow to approximately 65% and by 2024 to approximately 70%, accelerated by the impact of covid-19.

In 2018, S (4) Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, and then with MightyHive, the market-leading digital media solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin. Since then, MediaMonks and MightyHive have combined with more than 25 companies across content, data&digital media and technology services. For a full list, please see the S (4) Capital website . In August 2021, S (4) Capital launched its unitary brand by merging MediaMonks and MightyHive into Media.Monks, represented by a dynamic logo mark that features MightyHive's iconic hexagon. As the operational brand, Media.Monks underpins S (4) Capital's agility, digital knowledge and efficiency and is the next step in delivering on its foundational promise to unify content, data&digital media and technology services.

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Mary Basterfield and Scott Spirit all joined the S (4) Capital Board as Directors. The S (4) Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly, Peter Rademaker and Miles Young.

The Company now has well over 7,500 people in 33 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a current market capitalisation of approximately GBP3.0 billion (c.$4.0 billion) and would rank inside the FTSE 150. It achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry. Sir Martin was CEO of WPP for 33 years, building it from a GBP1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalisation of over GBP16 billion on the day he left. Today its market capitalisation is GBP13.8 billion. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.

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