REG - H&T Group PLC - 2024 Performance Share Plan Awards
17/05/2024 17:30
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RNS Number : 9838O H&T Group PLC 17 May 2024
H&T Group plc
("H&T", the "Company" or the "Group")
2024 Performance Share Plan Awards
Vesting of 2021 PSP Awards
Purchase of Shares by EBT
H&T Group plc, the UK's largest pawnbroker and a leading retailer of high
quality new and pre-owned jewellery and watches, announces the adoption of its
2024 Performance Share Plan ("2024 PSP") which has been approved by the
Remuneration Committee. Further details on the scheme, which will apply to
senior management and Executive Directors of the Company, are set out below.
In accordance with the rules of the 2024 PSP, eligible employees will be
entitled to acquire a maximum number of ordinary shares of 5p in the Company
("Ordinary Shares") on or after 31 December 2026 at nil price, subject to the
Company achieving the minimum reported performance criteria.
Summary details are set out below:
2024 Grant The grants of shares are a proportion of salary as follows:
· Executive Directors - 125% of base salary
· Christopher Gillespie, CEO: 111,335
· Diane Giddy, CFO: 80,808
· Senior management - 35% to 75% of base salary
The maximum total value of the shares granted to all recipients under the 2024
PSP is expected to be in the order of £1.17m, equivalent to circa 444,000
shares.
Performance period The performance period for the 2024 grant is 1 January 2024 to
31 December 2026 (3 years).
Vesting The scheme is planned to vest at the end of 2026.
Performance conditions The scheme is split equally based on targets for total shareholder return
(TSR) and growth in basic earnings per share (EPS) measured over the
three-year performance period.
The minimum, target and maximum thresholds, with reference to growth over 2023
or the average share price over the 90 day period to the end of March 31 2024,
are:
Measure Minimum Target Maximum
TSR 47% 53% 63%
EPS growth 28% 36% 45%
The 2024 PSP has three threshold levels, with a target threshold level,
interjacent the minimum and maximum thresholds.
For performance below the minimum no award will vest, at the minimum 30%
(2023: 30%) of the award will vest, at the target 50% of the award will vest
(2023: 50%), and at or above the maximum 100% (2023: 100%) of the award will
vest. A sliding scale of vesting, on a straight-line basis applies between
the minimum, target and maximum TSR and EPS targets.
Share retention period Executive Directors are subject to a two-year share retention period for
shares awarded under the scheme.
Clawback and withholding The 2024 PSP rules include standard Malus and Clawback provisions.
The 2024 PSP has three threshold levels, with a target threshold level,
interjacent the minimum and maximum thresholds.
For performance below the minimum no award will vest, at the minimum 30%
(2023: 30%) of the award will vest, at the target 50% of the award will vest
(2023: 50%), and at or above the maximum 100% (2023: 100%) of the award will
vest. A sliding scale of vesting, on a straight-line basis applies between
the minimum, target and maximum TSR and EPS targets.
Share retention period
Executive Directors are subject to a two-year share retention period for
shares awarded under the scheme.
Clawback and withholding
The 2024 PSP rules include standard Malus and Clawback provisions.
Vesting of 2021 PSP Awards
The Company also announces that on 17 May 2024, following the vesting of
awards under the 2021 PSP, Chris Gillespie, Chief Executive Officer, exercised
options over 66,665 Ordinary Shares and Diane Giddy, Chief Financial Officer,
exercised options over 29,354 Ordinary Shares.
Under the rules of the 2021 PSP, eligible employees are to entitled to acquire
Ordinary Shares at nil price ("Award Shares"), subject to the Company
achieving certain reported performance targets. The performance targets were
split equally based on targets for Total Shareholder Return (TSR) and growth
in basic Earnings Per Share (EPS) measured over the three-year performance
period. The TSR target was not achieved and the EPS achieved a proportionate
target of 44.3% resulting in a total of 198,136 Award Shares vesting and
subsequently being exercised.
Name PSP Awards exercised Ordinary Shares sold New holding of Ordinary Shares % of Company's issued share capital
Chris Gillespie, CEO 66,665 - 191,665 0.4%
Diane Giddy, CFO 29,354 16,081 28,273 0.1%
All of the Award Shares exercised were satisfied through the Company's
Employees Benefit Trust ("EBT"). As a result the total number of voting rights
in H&T remains 43,987,934 Ordinary Shares.
Following the exercise of her Award Shares, Diane Giddy sold 16,081 Ordinary
Shares at price of 416.61 pence to cover personal tax liabilities.
Purchase of Shares by EBT
On 17 May 2024, the EBT purchased 87,513 Ordinary Shares at a price of 416.61
pence. Following this transaction and the transfer of Ordinary Shares to
satisfy the awards under the PSP scheme, the EBT holds 508,048 Ordinary
Shares, representing 1.15 per cent. of the Company's total voting rights.
Enquiries:
H&T Group plc +44(0)20 8225 2700
Chris Gillespie, Chief Executive Officer
Diane Giddy, Chief Financial Officer
Shore Capital Ltd (Nominated Adviser and Joint +44(0)20 7408 4090
Broker)
Stephane Auton / Sophie Collins (Corporate Advisory)
Guy Wiehahn (Corporate Broking)
Canaccord Genuity Limited (Joint Broker) +44(0)20 7523 8000
Emma Gabriel / George Grainger
Alma Strategic Communications (PR) +44(0)20 3405 0205
Sam Modlin handt@almastrategic.com (mailto:handt@almastrategic.com)
Andy
Bryant
Rebecca Sanders-Hewett
Will Merison
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Chris Gillespie
2 Reason for the notification
a) Position/status 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 H&T Group plc
b) LEI 2138006N2X1XSBSDSU74
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 H&T Group plc ordinary shares of 5 pence
Identification code
GB00B12RQD06
b) Nature of the transaction Award of Options under 2024 Performance Share Plan
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 111,335
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
17 May 2024
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Diane Giddy
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name H&T Group plc
b) LEI 2138006N2X1XSBSDSU74
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 H&T Group plc ordinary shares of 5 pence
Identification code
GB00B12RQD06
b) Nature of the transaction Award of Options under 2024 Performance Share Plan
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 80,808
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
17 May 2024
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Christopher Gillespie
2 Reason for the notification
a) Position/status 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 H&T Group plc
b) LEI 2138006N2X1XSBSDSU74
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 H&T Group plc ordinary shares of 5 pence
Identification code
GB00B12RQD06
b) Nature of the transaction Exercise of options
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 66,665
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
17 May 2024
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Diane Giddy
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name H&T Group plc
b) LEI 2138006N2X1XSBSDSU74
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 H&T Group plc ordinary shares of 5 pence
Identification code
GB00B12RQD06
b) Nature of the transaction Exercise of options
c) Price(s) and volume(s)
Price(s) Volume(s)
Nil 29,354
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
17 May 2024
f)
Place of the transaction
Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Diane Giddy
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name H&T Group plc
b) LEI 2138006N2X1XSBSDSU74
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 H&T Group plc ordinary shares of 5 pence
Identification code
GB00B12RQD06
b) Nature of the transaction Sale of Ordinary Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
416.61 16,081
d) Aggregated information N/A (single transaction)
- Aggregated volume
- Price
e) Date of the transaction 17 May 2024
f) Place of the transaction London Stock Exchange, AIM Market (XLON)
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
17 May 2024
f)
Place of the transaction
London Stock Exchange, AIM Market (XLON)
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