REG - Gym Group PLC (The) - Director/PDMR Shareholding

GYMAnnouncement

18/10/2022 17:15

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RNS Number : 3070D  Gym Group PLC (The)  18 October 2022

18 October 2022

 

The Gym Group plc

("the Company")

Notification of transactions by Directors/PDMRs

The Company announces that on 17 October 2022 ("Date of Grant"), awards over
ordinary shares of 0.01p each in the capital of the Company ("Shares") were
made under the terms of The Gym Group plc Performance Share Plan ("PSP") to
the below Executive Director and person discharging managerial responsibility
("PDMR"):

 Name       Executive Director/ PDMR  Award          Number of Shares under award
 Luke Tait  Executive Director        PSP Award      352,136

                                      Buy-out Award  228,050

 

The awards made to Luke Tait represent a PSP award over shares worth 175% of
his salary ("PSP Award") and a buy-out of awards from a previous employer that
were forfeited on his joining the Company ("Buy-out Award") (collectively the
"Awards").

 

The number of shares of the Awards were calculated on the basis of a share
price of 149.09 pence, being the Company's three-month average share price
prior to the Date of Grant. The Awards represent 0.01p par value options
which, to the extent that the Awards vest, provide for Shares to be delivered
to the individuals for 0.01p consideration per Share.

PSP Award conditions

Vesting of the PSP Award is subject to the satisfaction of three performance
conditions in respect of:

 

-     Adjusted Group Operating Cash Flow (25% weighting);

-     ROIC in the mature estate (25% weighting); and

-     Absolute Total Shareholder Return ("TSR") (50% weighting).

 

The same performance conditions apply as those applicable to the 2022 PSP
grant made to Richard Darwin, as set out in the Company's announcement dated 6
April 2022 (RNS: 5421H). The detail of the Cash Flow and ROIC performance
conditions is set out in the 2021 Annual Report and Accounts on page 101, and
each is measured to the end of the 2024 financial year. The detail of the TSR
performance condition is set out in the Company's announcement dated 6 April
2022 (RNS: 5421H).

A holding period of two years from date of vesting is applicable to the PSP
Award granted to Luke.

 

Buy-out Award conditions

The Buy-out Award is made in accordance with the rules of the Performance
Share Plan and the Company's Remuneration Policy, which permits the making of
buy-out awards in connection with a recruitment to buy out awards forfeited by
an individual on leaving a previous employer.  This can include making awards
of restricted shares where necessary, provided that the quantum and terms of
the new awards are considered to appropriately reflect the potential value and
vesting terms of the forfeited awards in the previous employer.

 

The Buy-out Award consists of restricted shares which normally vest on the
third anniversary of grant. There is no post-vesting holding period applicable
to the Buy-out Award.  These terms were agreed in the recruitment process to
reflect the terms and the potential value of share awards with a previous
employer which were forfeited by agreeing to join the Company.

 

The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the EU Market Abuse Regulation.

 

 1.  Details of PDMR / person closely associated with them ("PCA")
 a)  Name                                     Luke Tait

 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                                     The Gym Group plc

 b)  LEI                                      213800VCU9TBANZIN455
 2.  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  Ordinary Shares of 0.01p each

                                              ISIN: GB00BZBX0P70

 b)  Nature of the transaction                1.   PSP Award over shares granted pursuant to The Gym Group Performance
                                              Share Plan.

                                              2.   Buy-out Award over shares granted pursuant to The Gym Group Performance
                                              Share Plan
 c)  Price(s) and volume(s)                   Price(s)  Volume(s)
                                              1 Nil       352,136

                                              2 Nil       228,050

 d)  Aggregated information

     Aggregated volume                        N/A (single transaction)

     Price
 e)  Date of the transaction                  17 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

17 October 2022

f)

Place of the transaction

Outside a trading venue

 

 

For further information, please contact:

 

 The Gym Group:           via Tulchan Communications

 Richard Darwin, CEO

 Luke Tait, CFO

 Tulchan Communications:  +44 (0) 207 353 4200

 James Macey White

 Elizabeth Snow

 Laura Marshall

 

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