REG - Frasers Group PLC - Director/PDMR Shareholding

FrasersAnnouncement

19/10/2022 18:15

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RNS Number : 4693D  Frasers Group PLC  19 October 2022

19 October 2022

 

FRASERS GROUP PLC

("Frasers Group" or the "Group")

 

Director/PDMR Shareholding

On 19 October 2022 the Board confirmed the grant of a conditional share option
("Award") over ordinary shares of 10p each in Frasers Group ("Shares") to
Michael Murray under the Frasers Executive Share Scheme ("Scheme"), as
follows:

 Director/ PDMR  Position                 Number of Shares

                                          subject to Award
 Michael Murray  Chief Executive Officer  6,711,409

 

The Scheme was approved at the 2021 AGM, and for reference would have been
approved if the votes cast by Mr Mike Ashley, or his holding companies, had
not been included in the quorum or vote.

The terms of the Award are consistent with those described on page 100 of the
2022 Annual Report. In particular, the Award will be subject to continued
service and two performance conditions, being:

-     a share price target of £15; and

-     an adjusted profit before tax target of £500m.

The inclusion of the adjusted profit before tax target was approved by Frasers
Group shareholders at the 2022 AGM.

The target share price required for vesting is £5 above the target of £10
for the employee Fearless 1000 plan that was launched in 2020 and will
therefore reward sustained performance over the long-term. The profit target
would require a 47% increase on the adjusted profit before tax recently
achieved for FY22 (which was itself a record for Frasers Group).

Although the share price target of £15 is considered by the remuneration
committee to be a significant and suitably stretching target, the addition of
the adjusted profit before tax target of £500m further aligns with
shareholders' interests by providing an additional robust performance
condition.

In addition to the share price and profit performance measures, the Award is
also subject to two further requirements: (i) satisfactory performance ratings
for the participant; and (ii) anticipated delivery of our elevation strategy.
The purpose of these additional requirements is to ensure that a minimum level
of performance is achieved before an Award may vest (in addition to
achievement of the share price and profit performance targets).

The terms of the Award also include a Remuneration Committee power to deduct
the equivalent value of the gross salary Michael Murray has earned during the
vesting period from the value of the Award. Further details, including a
summary of the principal terms of the Scheme, are set out in the notice to the
2021 AGM.

As noted in the "Executive Share Scheme and CEO Salary" RNS of 26 September
2022, in line with the focus on achieving the above share price and adjusted
profit before tax targets, and to align with shareholders' interests, Michael
Murray has decided to waive his £1m base salary for the financial year to 30
April 2023.

In addition, on 19 October 2022, the award made under the Scheme to Chris
Wootton (CFO), Sean Nevitt (CCO), and David Almudallal (COO) was amended to
extend the original £12 share price target of his award to £15 and to
introduce the profit target described above. The number of Shares subject to
these awards is unchanged at 600,000 Shares.

The information set out below is provided in accordance with the requirements
of Article 19(3) of the EU Market Abuse Regulation No 596/2014 (as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018).

 

 1   Details of the persons discharging managerial responsibilities I person
     closely associated
 a)  Name                                                           Michael Murray
 2   Reason for the notification
 a)  Position/status                                                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                                                           Frasers Group plc
 b)  LEI                                                            213800JEGHHEAXIJDX34
 4   Details of the transaction(s): section to be repeated
     for (i) each type ofinstrument; (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 10p each in Frasers Group
     Identification code                                            GB00B1QH8P22
 b)  Nature of the transaction                                      Grant of an Award under the Frasers Executive Share Scheme.
 c)  Price(s) and volume(s)

Price(s)  Volumes
                                                                    Nil       6,711,409
 d)  Aggregated information

     - Aggregated volume                                            N/A - single transaction

     - Price
 e)  Date of the transaction                                        19 October 2022
 f)  Place of the transaction                                       Outside a trading venue

d)

Aggregated information

- Aggregated volume

- Price

 

N/A - single transaction

e)

Date of the transaction

19 October 2022

f)

Place of the transaction

Outside a trading venue

 

 

 Frasers Group plc

 Robert Palmer, Company Secretary                   T. 0344 245 9200

 LEI: 213800JEGHHEAXIJDX34                          E. investor.relations@frasers.group (mailto:investor.relations@frasers.group)

                                                    T. 0344 245 9200

 Chris Wootton, Chief Financial Officer             E. financial@frasers.group (mailto:financial@frasers.group)
 Ronnie Laffar, Head of PR & Communications         T. 0344 245 9399

                                                    E. fgpr@frasers.group (mailto:fgpr@frasers.group)
 Rosie Oddy, Brunswick Group, PR Advisors           T. 020 7404 5959

                                                    E. frasersgroup@brunswickgroup.com (mailto:frasersgroup@brunswickgroup.com)
 Numis
 Luke Bordewich

Ollie Steele                                      T. 020 7260 1000

Duncan Wilson
 Liberum

 John Fishley                                       T. 020 3100 2000

 Kane Collins

Nikhil Varghese

 

 

 

 

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