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
Norman
McKeown
Group Finance Director & Company
Secretary
26 September
2016
