REG - Conduit Holdings Ltd - Director/PDMR Shareholding

Conduit HoldingsAnnouncement

26/03/2025 17:45

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RNS Number : 3792C  Conduit Holdings Limited  26 March 2025

CHL PDMR RNS

 

Pembroke, Bermuda - 25 March 2025

Conduit Holdings Limited

("CHL" - LSE ticker: CRE)

PDMR Notification

Grant of LTIP Award

CHL, the ultimate parent company of Conduit Re, a Bermuda-based reinsurance
business, today announces that the following awards over common shares of
$0.01 par value each in CHL ("Common Shares") were granted under the CHL Long
Term Incentive Plan ("LTIP") to the following person discharging managerial
responsibilities in CHL ("PDMR"):

(1)       Elaine Whelan, PDMR, has been awarded 362,267 Common Shares as
a Performance Share Award

The award was granted on 25 March 2025 as a conditional award and will
ordinarily vest on the third anniversary of the grant date, on terms that
vesting is conditional upon continued employment and is also subject to the
performance conditions, performance periods, dividend equivalents and malus
and clawback provisions set out below, in line with the Remuneration Policy
approved at CHL's 2024 AGM, and as disclosed in the Remuneration Report set
out in the Annual Report & Accounts.

Growth in Net Asset Value (NAV) per share - 75% weighting

Growth in NAV per share as the primary performance metric will ensure a strong
link is created for ensuring long-term growth and value creation for
shareholders is the main vesting determinant of awards. Year-end shareholders'
equity includes the comprehensive income (loss) for the financial year
adjusted for dividends declared. Intangible assets are excluded from
shareholders' equity to calculate the net tangible asset value per share.

The annual growth in NAV per share target range for awards is:

-    threshold 5%; and

-    maximum 13%.

Meeting the threshold target will result in 25% vesting of the relevant annual
tranche (75%) of the award. If the threshold target is not met, the relevant
annual tranche of the award will not vest. Performance between threshold and
maximum will be determined on a straight-line basis.

This performance condition will be measured on an annual basis, with the award
effectively split into three with each year's results being assessed against
the target. In each year, performance will be measured against the target
range to determine the level of vesting in respect of one-third of the total
award. Vesting will only occur after completion of the full three-year
performance period, and continued employment of the PDMR at the time of
vesting.

Absolute Total Shareholder Return (TSR) - 25% weighting

Using absolute TSR enables Conduit to provide an objective reward for
delivering value to shareholders. Total shareholder return is calculated as
the percentage change in Common Share price over a period, after adjustment
for Common Share dividends.

The TSR target range for awards is:

-    threshold 5%; and

-    maximum 13%.

Absolute TSR will be measured over the full three-year period of the award,
rather than each individual year within the period. Meeting the threshold
target will result in 25% vesting of the relevant element of the award. If the
threshold target is not met, the relevant element (25%) of the award will not
vest. Performance between threshold and maximum is determined on a
straight-line basis.

LTIP vesting

Vesting is not only subject to the performance conditions but is subject to
the LTIP Rules, in particular rules 6.3 (Adjustments to extent of Vesting),
where a Common Share award shall only vest to the extent permitted by: (a) any
performance condition, if any, (or any other term imposed on its vesting in
accordance with LTIP Rule 3.2(f)); (b) LTIP Rules 12.4 (Leavers: reduction in
number of vested Common Shares) and 13.5 (corporate events: reduction in
number of vested shares); and (c) any operation of Clawback as defined in the
LTIP Rules.

PDMR's beneficial ownership interest

Elaine Whelan's beneficial ownership interest stands at 419,341 Common Shares
excluding the unvested shares which are the subject of the Performance Share
Award specified in this announcement.

PDMR Notification of Dealing Form

The notification below, made in accordance with the requirements of the Market
Abuse Regulation (EU) 596/2014 (which forms part of UK domestic law pursuant
to the European Union (Withdrawal) Act 2018, as amended), provides further
details of the transaction.

 1   Details of the person discharging managerial responsibilities ("PDMR") /
     person closely associated ("PCA")
 a)  Name                                              Elaine Whelan
 2   Reason for the Notification
 a)  Position/status                                   Elaine Whelan - PDMR
 b)  Initial notification/amendment                    Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                              Conduit Holdings Limited
 b)  LEI                                               21380085AE62D1BXSF19
 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  Common Shares of $0.01 par value

     instrument
     Identification code                               ISIN BMG243851091

                                                       SEDOL BN133N2
 b)  Nature of the Transaction                         Grant of a Restricted Share Award over Common Shares under the Rules of the

                                                 Conduit Holdings Limited Long Term Incentive Plan with a price of nil pence
                                                       per share.

 c)  Price(s) and volume(s)                            Price(s)

                                                       Nil

                                                       Volume(s)

                                                       362, 267
 d)  Aggregated information                            NOT APPLICABLE

     Aggregated volume

     Price
 e)  Date of the transaction                           25 March 2025
 f)  Place of the transaction                          OUTSIDE OF TRADING VENUE

 

Media contacts

H/Advisors Maitland - Vikki Kosmalska / Genevieve Ryan

+44 (0) 207 379 5151

conduitre@h-advisors.global

Investor relations and other enquiries:

info@conduitreinsurance.com

Panmure Gordon (Joint Corporate Broker)

+44 (0) 207 886 2500

Berenberg (Joint Corporate Broker)

+44 (0) 203 207 7800

Peel Hunt (Joint Corporate Broker)

+44 (0) 207 418 8900

About Conduit Re

Conduit Re is a Bermuda-based reinsurance business with global reach. Conduit
Reinsurance Limited is licensed by the Bermuda Monetary Authority as a Class 4
insurer. A.M. Best has assigned a Financial Strength Rating of A- (Excellent)
and a Long-Term Issuer Credit Rating of a- (Excellent) to Conduit Reinsurance
Limited. The outlook assigned to these ratings is stable.

Conduit Holdings Limited is the ultimate parent of Conduit Reinsurance Limited
and is listed on the London Stock Exchange (ticker: CRE). References to
"Conduit" include Conduit Holdings Limited and all of its subsidiary
companies.

Learn more about Conduit Re:

Website: https://conduitreinsurance.com/

LinkedIn: https://www.linkedin.com/company/conduit-re

 

 

 

 

 

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