REG - DFS Furniture PLC - Director/PDMR Shareholding

DFS FurnitureAnnouncement

15/12/2022 07:00

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RNS Number : 7528J  DFS Furniture PLC  15 December 2022

14  December 2022

 

DFS Furniture plc

("the Company")

Grant of 2022 Awards under the Long-Term Incentive Plan (the "LTIP")

DFS Furniture Company announces the following transaction by persons
discharging managerial responsibility ("PDMR") in ordinary shares of the
Company with a nominal value of £0.10 ("Shares") took place on 14 December
2022.

John Fallon the Chief Financial Officer of DFS Furniture plc has been granted
an award of Shares under DFS Furniture PLC's Long-Term Incentive Plan ("the
LTIP").

The award forms part of the 2022 grant of LTIP awards to the leadership
team.  The awards were granted to the rest of the leadership team and, as
previously announced, to the Chief Executive Officer, in October 2022, and
with an award now being granted to Mr Fallon following his appointment to the
Board on 14 November 2022.

Under the terms of the LTIP, Mr Fallon was awarded a Conditional Share Award
equivalent to 140% of salary, which has been pro-rated to reflect Mr Fallon
being in role for 35 months out of the normal 36 month vesting period (the
"Award").  The number of Shares over which the Award was granted was
calculated based on a Share price of £1.48 being the average of the last 3
days closing price before the grant of the Award. No consideration was payable
for the grant of the Award.  To the extent the Award vests, Mr Fallon will
also be entitled to Dividend Equivalents as defined in the LTIP Conditional
Share Awards granted under the LTIP will normally vest after a three-year
performance period, subject to achievement of the performance measures.  The
performance measures are based on Relative Total Shareholder Return ("TSR")
and Adjusted Earnings Per Share ("EPS").   The Award is also subject to a
Holding Period of two years commencing on vesting of the Award.  All LTIP
awards are also subject to continuous employment obligations.

 Name         Status    Number of conditional shares awarded
 John Fallon  Director  348,689

 

The performance conditions applicable to the Award are two equally weighted
performance measures:

1)        Relative Total Shareholder Return ("TSR") (50% of the
award)

 

The proposed performance target for
the Relative TSR element mirror the last four LTIP awards (FY19- FY22).

 

                            Percentage of this portion of the Award vesting

 Weighting
                            Nil                                     20%                    100%                                                                 Between 20% and100% on a straight-line basis
 15% (FTSE 250              Below FTSE 250 Index                    Equal to FTSE 250 Index                       10% p.a. above                                Between FTSE 250 Index return and 10%p.a.

 Index)                                                                                                           the FTSE 250 Index return
 35% (FTSE 350              Below FTSE350 General Retailers Index   Equal to FTSE350 General Retailers Index      10% p.a. above                                Between FTSE 350 General Retailers Index return and 10% p.a.

 General Retailers Index)                                                                                         the FTSE 350General Retailers Index return

 

The performance period for the FY23 Award began at the beginning of the
Company's 2023 Financial Year and will finish at financial year ending 29
June 2025.

2)       Adjusted Earnings Per Share (50% of the award)

 Percentage of this portion of the Award vesting
 Nil              20%    100%           Between 20% and 100% on a straight line basis
 Less than 17.7p  17.7p  23.7p or more  Between 17.7p and 23.7p

 

The Remuneration Committee carefully considered whether to reduce the number
of Shares to be subject to the Award, from the standard 140% of base salary,
given the decline in share price since the previous grant of awards by the
Company and in the context of shareholder experience.  The Remuneration
Committee considered the prospects for the near-term financial performance of
the Company given concerns on future consumer spending due to the economic
environment; the share price performance of the Company which has moved
relatively consistently with its closest listed retail peers; and emerging
practice from other listed  retail companies. On balance, the Remuneration
Committee decided that no reduction was required and will consider the
formulaic outcome at the time of vesting to ensure that this is aligned with
the overall performance achieved and the broader stakeholder experience.  The
Remuneration Committee may use discretion to adjust the outcome downwards if
appropriate.

Details of the conditional share awards under the LTIP are as follows:

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                                                         John Fallon

 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                                                         DFS Furniture plc
                                                                   213800GDSOBNKS1U1P93

 b)   LEI
 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  Grant of options to acquire DFS Furniture plc £0.10 ordinary shares

      Identification code

                                                                   ISIN: GB00BTC0LB89

 b)   Nature of the transaction                                    Granting of nil cost share options under the DFS Furniture plc 2015 Long Term

                                                            Incentive Plan

 c)   Price(s) and volume(s)                                        £1.48

                                                                   348,689

 d)   Aggregated information.

      - Aggregated volume                                          N/A

      - Price                                                      N/A
 e)   Date of the transaction                                      14 December 2022
 f)   Place of the transaction                                     Outside of a trading venue

 

Enquiries:

 DFS:                                          TULCHAN
 Liz McDonald (Group Company Secretary)        James Macey-White

 Philip Hutchinson
 investor.relations@dfs.co.uk (about%3Ablank)              dfs@tulchangroup.com (mailto:dfs@tulchangroup.com)

 

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