REG - Bakkavor Group PLC - Director/PDMR Shareholding
RNS Number : 7343WBakkavor Group PLC27 April 2021
27 April 2021
Bakkavor Group plc (the 'Company' or 'Bakkavor')
NOTIFICATION DEALING WITH GRANT OF AWARDS TO PDMRS
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
On 26 April 2021 the following awards over ordinary shares of 2 pence in Bakkavor Group plc were granted under the Bakkavor Group plc Long Term Incentive Plan to the following persons discharging managerial responsibilities:
PDMR
No. of shares under Award
Type of Award
Michael Edwards
545,872
Performance Share Award
Ben Waldron
419,818
Performance Share Award
Donna-Maria Lee
123,666
Performance Share Award
Donna-Maria Lee
61,833
Restricted Share Award
Pete Laport
149,981
Performance Share Award
Pete Laport
74,990
Restricted Share Award
The awards will ordinarily become exercisable (or vest as relevant) on the third anniversary of grant subject to the grantee's continued service and, in the case of the Performance Share Awards, only to the extent to which adjusted earnings per share ("EPS") and total shareholder return ("TSR") performance conditions set for the award are satisfied that each apply with equal weighting.
The EPS targets set for the Performance Share Awards require EPS for the 2023 financial year to be at least 12.7 pence, for which one-quarter of the EPS element may vest, rising on a straight-line basis to full vesting of the EPS element for EPS for the 2023 financial year of 14.7 pence or more.
The TSR targets set for the Performance Share Awards measure the Company's TSR performance over three financial years (ending with the 2023 financial year) relative to that of a bespoke group of comparator companies. One quarter of the TSR element may vest for median relative TSR performance, rising on a straight-line basis to full vesting of the TSR element for upper quartile or better relative TSR performance.
Each of the awards is subject to a value cap under which an automatic reduction in the size of the award shall apply to the extent that the prevailing share price at the time of the settlement of the award exceeds £3.60. For example, were the share price to be £4.00 at the time of the settlement of an award in shares the number of its vested shares would be scaled back by x £3.60/£4.00.
The awards granted to Mr Edwards and Mr Waldron include a two-year post-vesting holding period requirement in respect of which vested shares (net of tax) acquired under the awards must be retained until at least the second anniversary of the vesting of the awards.
Details of the full notifications received by the Company are set out below.
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Michael Edwards
2
Reason for Notification
a)
Position/status
UK Chief Operating Officer
b)
Initial notification/Amendment
Initial Announcement
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Bakkavor Group plc
b)
LEI
213800COL7AD54YU9949
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99
b)
Nature of the transaction
Grant of a nil cost option award under the Bakkavor Group plc Long Term Incentive Plan. A Performance Share Award which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the expiry of one month following the fifth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. A two-year (net of tax) post vesting holding requirement applies to the award.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
Nil
545,872 Performance Share Award
d)
Aggregated information
- Aggregated volume
- Price
545,872
Nil
e)
Date of the transaction
26 April 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Ben Waldron
2
Reason for Notification
a)
Position/status
Chief Financial Officer
b)
Initial notification/Amendment
Initial Announcement
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Bakkavor Group plc
b)
LEI
213800COL7AD54YU9949
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99
b)
Nature of the transaction
Grant of a nil cost option award under the Bakkavor Group plc Long Term Incentive Plan. A Performance Share Award which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the expiry of one month following the fifth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return conditions are met. A two-year (net of tax) post vesting holding requirement applies to the award.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
Nil
419,818 Performance Share Award
d)
Aggregated information
- Aggregated volume
- Price
419,818
Nil
e)
Date of the transaction
26 April 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Donna-Maria Lee
2
Reason for Notification
a)
Position/status
Chief People Officer
b)
Initial notification/Amendment
Initial Announcement
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Bakkavor Group plc
b)
LEI
213800COL7AD54YU9949
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99
b)
Nature of the transaction
Grant of nil cost option awards under the Bakkavor Group plc Long Term Incentive Plan. One award is a Performance Share Award and the other a Restricted Share Award both of which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the fifth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. No performance conditions apply to the Restricted Share Award.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
Nil
Nil
123,666 Performance Share Award
61,833 Restricted Share Award
d)
Aggregated information
- Aggregated volume
- Price
185,499
Nil
e)
Date of the transaction
26 April 2021
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Pete Laport
2
Reason for Notification
a)
Position/status
President and Chief Executive Officer of Bakkavor USA
b)
Initial notification/Amendment
Initial Announcement
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Bakkavor Group plc
b)
LEI
213800COL7AD54YU9949
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99
b)
Nature of the transaction
Grant of conditional share awards under the Bakkavor Group plc Long Term Incentive Plan. One award is a Performance Share Award and the other a Restricted Share Award both of which will ordinarily vest three years from the date of grant, subject to continued service. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. No performance conditions apply to the Restricted Share Award.
c)
Price(s) and volume(s)
Price(s)
Volume(s)
Nil
Nil
149,981 Performance Share Award
74,990 Restricted Share Award
d)
Aggregated information
- Aggregated volume
- Price
224,971
Nil
e)
Date of the transaction
26 April 2021
f)
Place of the transaction
Outside a trading venue
-Ends-
Enquiries
Company Secretarial:
Annabel Tagoe-Bannerman, General Counsel and Company Secretary +44 (0) 20 7908 6130
Institutional investors and analysts:
Sally Barret-Jolley, Head of Corporate Affairs +44 (0) 20 7908 6143
Media enquiries:
Tulchan Communications +44 (0) 20 7353 4200
Will Palfreyman
ABOUT BAKKAVOR
Bakkavor is the leading provider of fresh prepared food ("FPF") in the UK, with a growing international presence in the US and China. The Group is the number one by market share in the UK in the four FPF product categories of meals, salads, desserts and pizza & bread, providing high-quality, fresh, healthy and convenient food. Its customers include some of the UK's leading grocery retailers, including Tesco, Marks & Spencer, Sainsbury's and Waitrose. The Group's International segment operates in the US and China. Bakkavor was founded in 1986 and has its headquarters in London. The Group has over 19,000 employees and operates 25 factories in the UK, 5 in the US and 9 in China.
LEI number: 213800COL7AD54YU9949
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