REG - De La Rue PLC - Director/PDMR Shareholding

De La RueAnnouncement

13/10/2023 10:30

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RNS Number : 0807Q  De La Rue PLC  13 October 2023

De La Rue plc

(the "Company")

 

Director/PDMR Shareholding

Notification of transactions by persons discharging managerial
responsibilities and persons closely associated with them

13 October 2023

De La Rue plc announces that on 12 October 2023 it granted awards under the De
La Rue Performance Share Plan 2020 (the "PSP") and the De La Rue Investor
Returns Plan (the "IRP") to Clive Vacher and Ruth Euling, each of whom is an
Executive Director and a Person Discharging Managerial Responsibilities
("PDMR") of the Company.  The granting of the awards creates a change in the
interests of each of them in the ordinary shares of 44(152)/(175)p of the
Company ("Shares").  The awards were granted under the rules of the PSP and
IRP as follows:

 Name of Director/PDMR  Role          Number of Shares subject to the PSP Option    Number of Shares subject               to the IRP Option

                                      (40% of the award)                          (60% of the award)
 Clive Vacher           CEO           309,602                                     640,878
 Ruth Euling            MD, Currency  102,454                                     212,079

 

The Options were granted on 12 October 2023 (the "Award Date").  The number
of Shares contained in each Option was calculated by reference to a price of
62 pence, being the average of the closing middle market quotations for the
Company's Shares for the five consecutive dealing days including and ending on
11 October 2023.

The awards are a blended mix of PSP and IRP Options offering higher leverage
and potential returns to participants for associated share price growth.

The PSP Options are granted such that vesting is subject to two
equally-weighted performance conditions, which will be assessed independently,
as outlined below:

 Performance metric                               Proportion  Threshold    Maximum
 Outcome                                                      25% vesting  100% vesting
 Adjusted EPS (Average performance over 3 years)  50%         3 pence      5 pence
 Free Cash Flow (3 year average)                  50%         £10million   £15 million

 

Performance below Threshold will result in zero vesting. Performance between
the Threshold and Maximum levels will result in a pro-rata increase in the
number of Shares vesting, on a straight-line basis.  Performance beyond the
Maximum level will not result in any additional vesting.

The IRP Options are granted subject to the following performance condition:

 Relative Total Shareholder Return Underpin                                      Equivalent to 60% of award on a relative face value calculation  100% will vest if underpin met

 Outperformance of the FTSE 250 (ex Investment Trusts) over the three years                                                                       However, as the exercise price is set at a premium to the share price at
 from date of grant.                                                                                                                              grant, participants will only be able to realise value if the share price

                                                                                                                                                exceeds 80p.
 Calculated based on a net return index with 30 day averaging at the start and
 end of the performance period.

 

Options under the IRP will only have value if the share price exceeds the
option price and vesting requires that the Company has delivered market
competitive total returns to shareholders. The exercise price has been set at
80p (a premium of 29% to the share price of 62p at grant date).

The performance conditions are also subject to the discretion of the
Remuneration Committee to adjust or over-ride the formulaic outcome and
determine the number of Shares in respect of which the Option will vest,
taking into account such factors it may in its discretion determine,
potentially including the underlying performance of the Group and the
Participant's individual performance.

 

The normal vesting date for each of the Options is 12 October 2026.  To the
extent that an Option vests, it is subject to a further holding period of two
years, during which time it will not be capable of exercise.  This means
that, in line with the UK Corporate Governance Code, each Option will be
subject to an aggregate vesting and holding period of five years and no value
can be realized by the option holder until 12 October 2028 at the earliest.

 

The number of Shares shown in the first table above represents the maximum
that may be acquired if all performance conditions are achieved in full. The
Company may also transfer additional Shares to reflect the value of dividends
that would have been paid on the Shares in respect of which the Option vests
over the period between the Award Date and the end of the post-vesting holding
period.

The relevant information set out below is provided in accordance with the
requirements of Article 19 of the Market Abuse Regulation as retained in UK
law.

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Clive Vacher

 2    Reason for the notification

 a)   Position/status                                              Executive Director/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                                                         De La Rue plc

 b)   LEI                                                          213800DH741LZWIJXP78

 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  Ordinary shares of 44(152)/(175)p

      Identification code

                                                                   GB00B3DGH821
 b)   Nature of the transaction                                    Grant of options under the rules of the De La Rue Performance Share Plan 2020

                                                            (PSP) and the De La Rue Investor Returns Plan (IRP).

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.00     PSP: 309,602

                                                                        IRP: 640,878

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price

      - Aggregated total

 e)   Date of the transaction                                      12 October 2023

 f)   Place of the transaction                                     Outside a trading venue

 

 

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

- Aggregated total

N/A

 

 

 

 

 

 

 

e)

 

Date of the transaction

 

12 October 2023

f)

 

Place of the transaction

 

Outside a trading venue

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Ruth Euling

 2    Reason for the notification

 a)   Position/status                                              Executive Director/MD, Currency

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         De La Rue plc

 b)   LEI                                                          213800DH741LZWIJXP78

 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  Ordinary shares of 44(152)/(175)p

      Identification code

                                                                   GB00B3DGH821
 b)   Nature of the transaction                                    Grant of options under the rules of the De La Rue Performance Share Plan 2020

                                                            (PSP) and the De La Rue Investor Returns Plan (IRP).

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.00     PSP: 102,454

                                                                        IRP: 212,079

 

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price

      - Aggregated total

 e)   Date of the transaction                                      12 October 2023

 f)   Place of the transaction                                     Outside a trading venue

 

 

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

- Aggregated total

N/A

 

 

 

 

 

 

 

e)

 

Date of the transaction

 

12 October 2023

f)

 

Place of the transaction

 

Outside a trading venue

 

Jon Messent, Company Secretary

Contact Number: 01256 605212

13 October 2023

 

De La Rue plc's LEI code is 213800DH741LZWIJXP78.

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