REG - Headlam Group PLC - Grant of awards under Deferred Bonus Plan & PSP
18/03/2024 17:00
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RNS Number : 3014H Headlam Group PLC 18 March 2024
18 March 2024
Headlam Group plc
(the 'Company')
Grant of awards under Deferred Bonus Plan & Performance Share Plan
Performance Share Plan awards
On 18 March 2024, the Company granted awards in the form of nil-cost options
over a total of 935,334 ordinary shares of 5 pence each in the Company under
the Company's Performance Share Plan, (the 'PSP'), including 660,635 to the
following Executive Directors:
Executive Director / PDMR Role Number of ordinary shares over which PSP awards granted
395,402
Chris Payne Chief Executive
Adam Phillips Chief Financial Officer 265,233
As detailed in the 2023 Annual Report and Accounts published on 18 March,
vesting of the PSP awards is dependent on continued employment and the
achievement of performance conditions against the following measures:
- compound growth in Earnings Per Share (70%);
- relative Total Shareholder Return performance measured against the
constituents of the FTSE SmallCap Index (excluding investment trusts) (20%);
and
- reduction in greenhouse gas emissions (10%).
The performance conditions will be measured over a three-year performance
period.
In addition, the awards are further subject to an underpin performance
condition that the extent of vesting reflects the overall financial
performance of the Company over the three-year performance period. When
making this determination the Company's Remuneration Committee will have full
discretion to ensure that the final outcome is warranted based on the
performance of the Company in light of all relevant factors to ensure there
have been no windfalls gains.
PSP awards granted to Executive Directors are additionally subject to a
two-year holding period following the date of vesting during which a dividend
equivalent will accrue in the form of additional shares to the extent the
awards vest, as calculated on a re-investment basis.
The number of ordinary shares over which the awards were granted was
calculated on a share price of 183.80 pence per ordinary share, being the
average mid-market closing share price for the five business days prior to the
grant date, as derived from the London Stock Exchange daily official list.
The awards are subject to the malus and clawback provisions of the PSP.
Deferred Bonus Plan ('DBP') awards
As detailed in the Directors' Remuneration Report on page 116 of the 2023
Annual Report and Accounts, rather than defer one-third of the bonus outcome
into an award over shares, the Remuneration Committee has decided to defer
100% of the Executive Director's 2023 bonus outcome into an award under the
DBP.
On 18 March 2024, the Company granted nil-cost options under the DBP to the
following Executive Directors:
Executive Director / PDMR Role Amount of Bonus Deferred (£) Number of ordinary shares over which DBP awards granted
64,608
Chris Payne Chief Executive 118,750
Adam Phillips Chief Financial Officer 54,375* 29,583
* Pro-rated as Adam Phillips to reflect that he joined the Company on 20 March
2023.
The 2024 DBP awards will not vest until the second anniversary of the grant
date, and are subject to a dividend equivalent in the form of shares,
calculated on a re-investment basis. The number of ordinary shares over
which the awards were granted was calculated based on a share price of 183.80
pence per ordinary share, being the average mid-market closing share price for
the five business days prior to the grant date, as derived from the London
Stock Exchange daily official list.
Headlam Group plc Tel: 01675 433 000
Chris Payne, Chief Executive Email: headlamgroup@headlam.com (mailto:headlamgroup@headlam.com)
Adam Phillips, Chief Financial Officer
Alison Hughes, General Counsel & Company Secretary
Panmure Gordon (UK) Limited (Corporate Broker) Tel: 020 7886 2500
Tom Scrivens / Atholl Tweedie
Peel Hunt LLP (Corporate Broker) Tel: 020 7418 8900
George Sellar / Finn Nugent
Notification and public disclosure of transactions by persons discharging
managerial
responsibilities / persons closely associated with them.
1. Details of PDMR / person closely associated with them ("PCA")
a) Name Chris Payne
2. Reason for the notification
a) Position / status Chief Executive
b) Initial notification / amendment Initial notification
3. Details of the issuer
a) Name Headlam Group plc
b) LEI 213800I4AZZUJEYX9O90
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 5 pence each.
b) Identification code ISIN: GB0004170089
c) Nature of the transaction Grant of nil-cost options over Ordinary Shares under the Company's Deferred
Bonus Plan
d) Price(s) and Price(s) Volume(s)
Nil 64,608
volume(s)
e) Aggregated information N/A
- Volume
- Price
f) Date of the transaction 18 March 2024
g) Place of the transaction Outside a trading venue
e)
Aggregated information
- Volume
- Price
N/A
f)
Date of the transaction
18 March 2024
g)
Place of the transaction
Outside a trading venue
1. Details of PDMR / person closely associated with them ("PCA")
a) Name Adam Phillips
2. Reason for the notification
a) Position / status Chief Financial Officer
b) Initial notification / amendment Initial notification
3. Details of the issuer
a) Name Headlam Group plc
b) LEI 213800I4AZZUJEYX9O90
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 5 pence each.
b) Identification code ISIN: GB0004170089
c) Nature of the transaction Grant of nil-cost options over Ordinary Shares under the Company's Deferred
Bonus Plan
d) Price(s) and Price(s) Volume(s)
Nil 29,583
volume(s)
e) Aggregated information N/A
- Volume
- Price
f) Date of the transaction 18 March 2024
g) Place of the transaction Outside a trading venue
e)
Aggregated information
- Volume
- Price
N/A
f)
Date of the transaction
18 March 2024
g)
Place of the transaction
Outside a trading venue
1. Details of PDMR / person closely associated with them ("PCA")
a) Name Chris Payne
2. Reason for the notification
a) Position / status Chief Executive
b) Initial notification / amendment Initial notification
3. Details of the issuer
a) Name Headlam Group plc
b) LEI 213800I4AZZUJEYX9O90
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 5 pence each.
b) Identification code ISIN: GB0004170089
c) Nature of the transaction Grant of nil-cost options over Ordinary Shares under the Company's Performance
Share Plan
d) Price(s) and Price(s) Volume(s)
Nil 395,402
volume(s)
e) Aggregated information N/A
- Volume
- Price
f) Date of the transaction 18 March 2024
g) Place of the transaction Outside a trading venue
e)
Aggregated information
- Volume
- Price
N/A
f)
Date of the transaction
18 March 2024
g)
Place of the transaction
Outside a trading venue
1. Details of PDMR / person closely associated with them ("PCA")
a) Name Adam Phillips
2. Reason for the notification
a) Position / status Chief Financial Officer
b) Initial notification / amendment Initial notification
3. Details of the issuer
a) Name Headlam Group plc
b) LEI 213800I4AZZUJEYX9O90
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 5 pence each.
b) Identification code ISIN: GB0004170089
c) Nature of the transaction Grant of nil-cost options over Ordinary Shares under the Company's Performance
Share Plan
d) Price(s) and Price(s) Volume(s)
Nil 265,233
volume(s)
e) Aggregated information N/A
- Volume
- Price
f) Date of the transaction 18 March 2024
g) Place of the transaction Outside a trading venue
e)
Aggregated information
- Volume
- Price
N/A
f)
Date of the transaction
18 March 2024
g)
Place of the transaction
Outside a trading venue
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