11 February 2025 ZENTRA GROUP PLC (“Zentra”, “the Company” or “the Group” or “ZNT”) PDMR Dealing and TR1 Notification Zentra Group PLC (“ZNT” or “the Company”) the UK-based residential developer, development manager and property manager, focused on the North of England, was informed that Jason Upton, a Director of the Company, purchased a total of 4,375,000 ordinary shares at a price of £0.04 per share (“Ordinary Shares”) today, 11 February 2025. Following the share purchase, Jason Upton and Vanessa Martin, a person closely associated with Mr Upton, hold a combined total of 5,741,806 Ordinary Shares, equivalent to 14.85% of the Company’s issued share capital. Ms Martin holds 100,000 Ordinary Shares. Further details on the share purchase is included below. Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated |
| a) | Name | Jason Upton |
| 2 | Reason for the notification |
| a) | Position/status | PDMR, Chief Executive Officer |
| b) | Initial notification /Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Zentra Group Plc |
| b) | LEI | 2138008ZZUCCE4UZHY23 |
| 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 Identification code | Ordinary shares of 1p each in the Company GB00BLF79495 |
| b) | Nature of the transaction | Purchase of Ordinary Shares |
| c) | Price(s) and volume(s) | | Price | Volume | | £0.04 | 4,375,000 |
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| d) | Aggregated information - Aggregated volume - Price - Total | 4,375,000 £0.04 £175,000 |
| e) | Date of the transaction | 11 February 2025 |
| f) | Place of the transaction | Outside a trading venue |
TR-1: Standard form for notification of major holdings
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Zentra Group plc |
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) |
| Non-UK issuer | |
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) |
| An acquisition or disposal of voting rights | X |
| An acquisition or disposal of financial instruments | |
| An event changing the breakdown of voting rights | |
| Other (please specify)iii: | |
| 3. Details of person subject to the notification obligationiv |
| Name | Jason Upton |
| City and country of registered office (if applicable) | Manchester, United Kingdom |
| 4. Full name of shareholder(s) (if different from 3.)v |
| Name | |
| City and country of registered office (if applicable) | |
| 5. Date on which the threshold was crossed or reachedvi: | 11 February 2025 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 11 February 2025 |
| 7. Total positions of person(s) subject to the notification obligation |
| | % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments
(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii |
| Resulting situation on the date on which threshold was crossed or reached | 14.85% | | 14.85% | 5,741,806 |
| Position of previous notification (if applicable) | 3.53% | | 3.53% | |
| | | | | | | |
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii |
| A: Voting rights attached to shares |
Class/type of
shares ISIN code (if possible) | Number of voting rightsix | % of voting rights |
| Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
| Ordinary (GB00BLF79495) | 5,741,806 | | 14.85% | |
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| SUBTOTAL 8. A | 5,741,806 | 14.85% |
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| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) |
| Type of financial instrument | Expiration
datex | Exercise/
Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights |
| | | | | |
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| | | SUBTOTAL 8. B 1 | | |
| |
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) |
| Type of financial instrument | Expiration
datex | Exercise/
Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights |
| | | | | | |
| | | | | | |
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| | | | SUBTOTAL 8.B.2 | | |
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| 9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) |
| 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) issuerxiii | |
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | |
| Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
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| 10. In case of proxy voting, please identify: |
| Name of the proxy holder | |
| The number and % of voting rights held | |
| The date until which the voting rights will be held | |
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| 11. Additional informationxvi |
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| | | | | |
| Place of completion | London |
| Date of completion | 11 February 2025 |
Contacts Zentra Group plc Jason Upton Chief Executive Officer Email:
jason.upton@zentragroup.co.uk Nick Courtney Finance Director Email:
nick.courtney@zentragroup.co.uk Hybridan LLP Hybridan LLP (AQSE Corporate Adviser and AQSE Broker) Claire Louise Noyce Email : claire.noyce@hybridan.com Tel: +44 (0)203 764 2341 About Zentra Group plc Zentra Group is a property development and management Company. It focuses on the residential sector primarily in the North of England, seeking out value and maximising opportunities for investors. The Company is currently listed on the Access Segment of the Aquis Stock Exchange Growth Market, trading under the ticker ZNT. For further information, please visit the Company’s website at
www.zentragroup.co.uk The previous website
www.oneheritageplc.com will automatically redirect to the new website.
