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RNS Number : 4870N Johnson Service Group PLC 07 May 2024
7 May 2024
AIM: JSG
Johnson Service Group PLC
PDMR Shareholding - Grant of Share Options
Johnson Service Group PLC (the "Company") announces that it has today granted
nil cost options over ordinary shares of 10 pence each in the Company under
the Johnson Service Group 2018 Long-Term Incentive Plan ("2018 LTIP Scheme")
(the "2024 LTIP Award").
In addition, for participating employees in the United Kingdom, linked awards
were granted on the same date over ordinary shares of 10 pence each in the
Company under the Johnson Service Group 2018 Long-Term Incentive Plan CSOP
Section (the "2024 Approved LTIP Award") at an exercise price of 149.40 pence
each.
The number of options granted to each of the Executive Directors are as
follows:
No. of Options Granted
Executive Director Position 2024 LTIP 2024 Approved LTIP Award
Award
Peter Egan CEO 474,590 20,080
Yvonne Monaghan CFO 296,795 20,080
The 2024 LTIP Award options may be exercised on or after 7 May 2027, subject
to the satisfaction of performance conditions over the three financial years
ending 31 December 2026 (the "Performance Period") and are exercisable up to
ten years from the date of grant (for participating employees in the United
Kingdom) or up to seven years from the date of grant (for participating
employees in the Republic of Ireland). The 2024 LTIP Award participants will
be entitled to receive an additional payment in respect of dividend
equivalents on 2024 LTIP Award options which vest.
Performance Conditions and Vesting
In determining the applicable performance conditions, the Remuneration
Committee has taken into account the Group's business plan as well as the
outlook for the sector, general macroeconomic conditions and, to the extent
available, the range of analysts' consensus forecasts for the financial year
ending 31 December 2026. Following careful consideration, the Remuneration
Committee has agreed two separate performance targets. The specific
performance conditions are set out below.
Total Shareholder Return
50 per cent of the award to vest by reference to the Company's total
shareholder return ('TSR') performance relative to that of the constituents of
the FTSE 250 (excluding investment trusts) (the "Comparator Group") over the
Performance Period. None of this element will vest if the Company's TSR
positions it below the median of the Comparator Group, one quarter will vest
if the Company's TSR is equal to the median of the Comparator Group and the
whole of this element will vest if the Company's TSR is at the upper quartile
level or above when compared to the Comparator Group. Vesting will be on a
straight-line basis between median and upper quartile.
Earnings Per Share
The remaining 50 per cent of the 2024 LTIP Award will vest by reference to
growth in the Company's adjusted fully diluted earnings per share from
continuing operations ('EPS') over the Performance Period above the level of
EPS achieved in the financial year ended 31 December 2023. None of this
element of the award will vest if EPS growth (on a CAGR basis) is less than 9
per cent per annum over the performance period; one quarter will vest for EPS
growth of 9 per cent per annum; and the whole of this element will vest if EPS
growth is 16 per cent per annum or greater over the performance period.
Vesting will be on a straight-line basis between these points.
Linked Award
For participating employees in the United Kingdom, the 2024 Approved LTIP
Award has been granted to allow, where possible, the participant to receive
part of the gain which may have been received under the 2024 LTIP Award tax
efficiently. The participant will receive the same gross gain as they would
have received had they only been granted the 2024 LTIP Award and not been
granted the 2024 LTIP Award and the linked 2024 Approved LTIP Award. At the
time of exercise, to the extent that there is a gain on the 2024 Approved LTIP
Award, the options granted under the 2024 LTIP Award will be forfeited to the
same value.
Further Holding Period
The 2024 LTIP Award is subject to an additional holding period of two years
from the date on which the 2024 LTIP Award vests (the "Holding
Period"). During the Holding Period, the 2024 LTIP Award holder may not
normally dispose of any of the shares which vest except to cover any income
tax or social security contributions arising on the exercise of the 2024 LTIP
Award.
Malus, Clawback and Remuneration Committee Discretion
The 2024 LTIP Award will be subject to the 2018 LTIP Scheme rules. In line
with its Remuneration Policy, the Remuneration Committee can apply malus and
clawback provisions to the 2024 LTIP Award and has discretion to vary
formulaic outturns where they do not reflect underlying performance or are
inappropriate in the context of unexpected or unforeseen circumstances.
Enquiries:
Johnson Service Group PLC
Peter Egan, CEO
Yvonne Monaghan, CFO
Tel: 01928 704 600
Investec Investment Banking (NOMAD) Camarco (Financial PR)
David Flin Ginny Pulbrook
Carlton Nelson Rosie Driscoll
Virginia Bull Letaba Rimell
Tel: 020 7597 5970 Tel: 020 3757 4992 / 4981
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 Peter Egan
2. Reason for the Notification
a) Position / Status Chief Executive Officer / PDMR
b) Initial Notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Entity legal name Johnson Service Group PLC
b) Entity LEI 2138004WZUPWV53KWV11
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 securities Options over ordinary shares of 10 pence each
Identification code GB0004762810
b) Nature of the transaction Grant of options
c) Individual transaction price(s) and volume(s) Price Volume
£nil 474,590
d) Aggregated price and volume Grant of 474,590 options over ordinary shares of 10 pence each at an exercise
price of £nil
e) Date of the transaction 7 May 2024
f) Place of the transaction Outside of a trading platform
d)
Aggregated price and volume
Grant of 474,590 options over ordinary shares of 10 pence each at an exercise
price of £nil
e)
Date of the transaction
7 May 2024
f)
Place of the transaction
Outside of a trading platform
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 Peter Egan
2. Reason for the Notification
a) Position / Status Chief Executive Officer / PDMR
b) Initial Notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Entity legal name Johnson Service Group PLC
b) Entity LEI 2138004WZUPWV53KWV11
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 securities Options over ordinary shares of 10 pence each
Identification code GB0004762810
b) Nature of the transaction Grant of options
c) Individual transaction price(s) and volume(s) Price Volume
149.40 pence 20,080
d) Aggregated price and volume Grant of 20,080 options over ordinary shares of 10 pence each at an exercise
price of 149.40 pence
e) Date of the transaction 7 May 2024
f) Place of the transaction Outside of a trading platform
d)
Aggregated price and volume
Grant of 20,080 options over ordinary shares of 10 pence each at an exercise
price of 149.40 pence
e)
Date of the transaction
7 May 2024
f)
Place of the transaction
Outside of a trading platform
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 Yvonne Monaghan
2. Reason for the Notification
a) Position / Status Chief Financial Officer / PDMR
b) Initial Notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Entity legal name Johnson Service Group PLC
b) Entity LEI 2138004WZUPWV53KWV11
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 securities Options over ordinary shares of 10 pence each
Identification code GB0004762810
b) Nature of the transaction Grant of options
c) Individual transaction price(s) and volume(s) Price Volume
£nil 296,795
d) Aggregated price and volume Grant of 296,795 options over ordinary shares of 10 pence each at an exercise
price of £nil
e) Date of the transaction 7 May 2024
f) Place of the transaction Outside of a trading platform
d)
Aggregated price and volume
Grant of 296,795 options over ordinary shares of 10 pence each at an exercise
price of £nil
e)
Date of the transaction
7 May 2024
f)
Place of the transaction
Outside of a trading platform
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 Yvonne Monaghan
2. Reason for the Notification
a) Position / Status Chief Financial Officer / PDMR
b) Initial Notification / Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Entity legal name Johnson Service Group PLC
b) Entity LEI 2138004WZUPWV53KWV11
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 securities Options over ordinary shares of 10 pence each
Identification code GB0004762810
b) Nature of the transaction Grant of options
c) Individual transaction price(s) and volume(s) Price Volume
149.40 pence 20,080
d) Aggregated price and volume Grant of 20,080 options over ordinary shares of 10 pence each at an exercise
price of 149.40 pence
e) Date of the transaction 7 May 2024
f) Place of the transaction Outside of a trading platform
d)
Aggregated price and volume
Grant of 20,080 options over ordinary shares of 10 pence each at an exercise
price of 149.40 pence
e)
Date of the transaction
7 May 2024
f)
Place of the transaction
Outside of a trading platform
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