REG - JTC PLC - Director/PDMR Shareholding

JTCAnnouncement

09/04/2025 07:00

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RNS Number : 1935E  JTC PLC  09 April 2025

 

 9 April 2025

 

 

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

 

Vesting and Grant of Share Plan Awards

 

2022 PSP Awards Vesting

 

Further to the announcement of the Company's full year results for the year
ended 31 December 2024 and following approval by the Remuneration Committee,
JTC confirms the vesting of awards of Ordinary shares of £0.01 each in the
Company ("Ordinary Shares") granted to Directors and certain persons
discharging managerial responsibilities ("PDMRs") under JTC's Performance
Share Plan (the "PSP") (the "2022 PSP Awards").

The table below shows the number of Ordinary Shares vesting, the number of
Ordinary Shares sold and the number of Ordinary Shares retained following the
sales.

 PDMRs                Number of Ordinary Shares vested             Number of Ordinary Shares sold to satisfy income tax  Additional Ordinary Shares sold  Number of Ordinary Shares retained

 Nigel Le Quesne      76,832                                       -                                                     -                                76,832
 Martin Fotheringham  55,977                                       11,755                                                -                                44,222
 Wendy Holley         42,655                                       .     8,957                                           -                                33,698
 Iain Johns                              15,571                    -                                                     -                                15,571
 Richard Ingle                6,045                                -                                                     -                                6,045

 

Further details of the achievement of the performance conditions applicable to
the 2022 PSP Awards will be provided in the Company's forthcoming Annual
Report and Accounts for the year ended 31 December 2024.

The 2022 PSP Awards are additionally subject to a two-year holding period
following the date of vesting.

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK Market Abuse Regulation ("UK MAR").

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                     1.   Nigel Le Quesne

                                               2.   Martin Fotheringham

                                               3.   Wendy Holley

                                               4.   Iain Johns

                                               5.   Richard Ingle

 2   Reason for the notification
 a)  Position/Status:                          1.   Chief Executive Officer

                                               2.   Chief Financial Officer

                                               3.   Chief Operating Officer

                                               4.   Group Head of Private Client Services and PDMR

                                               5.   Chief Risk Officer and PDMR

 b)  Initial Notification/Amendment:           Initial Notification
 3   Details of the issuer, emission allowance market participation, auction
     platform, auctioneer or auction monitor
 a)  Name:                                     JTC PLC
 b)  LEI:                                      213800DVUG4KLF2ASK33
 4.  Details of 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 £0.01 each

     Identification code:                      JE00BF4X3P53
 b)  Nature of the transaction:                Vesting of awards granted under the 2022 PSP
 c)  Price(s) and volume(s):                   Price(s)                      Volume(s)
     1.   Nil                                                                1.   76,832

     2.   Nil                                                                2.   44,222

     3.   Nil                                                                3.   33,698

     4.   Nil                                                                4.   15,571

     5.   Nil                                                                5.     6,045

 d)  Aggregated volume:

     Price:                                    N/A

 e)  Date of the Transaction:                  8 April 2025
 f)  Place of the Transaction:                 Outside a trading venue

 

 

Grant of Conditional 2025 PSP Awards

 

In accordance with the requirements of Market Abuse Regulation Article 19, JTC
announces that it has made PSP Awards over Ordinary Shares to certain of its
Directors and PDMRs (the "2025 PSP Awards") as described below.

 Name of Director / PDMR  Number of Conditional Shares Awarded
 Nigel Le Quesne          126,916
 Martin Fotheringham      79,503
 Wendy Holley             61,629
 Kate Beauchamp           43,437
 Iain Johns               41,886
 Richard Ingle            8,784

 

No consideration was paid for the grant of the 2025 PSP Awards, which are
structured as conditional share awards in accordance with the PSP rules. Nigel
Le Quesne, Martin Fotheringham, and Wendy Holley's 2025 PSP Awards vest
dependent on the achievement of relative Total Shareholder Return ("TSR") and
absolute Earnings Per Share ("EPS") performance conditions measured over the
three-year performance period, from 01.01.2025 to 31.12.2027.

Kate Beauchamp, Iain Johns and Richard Ingle's 2025 PSP Awards vest dependent
on the achievement of TSR, EPS and Group Business Plan performance conditions
measured over a three-year performance period, from 01.01.2025 to 31.12.2027.

To the extent that the Performance Conditions are not satisfied, the relevant
part of the 2025 PSP Awards shall lapse.

In addition, the 2025 PSP Awards are further subject to an underpin
performance condition that the extent of vesting reflects the overall
performance of the Company over the three-year performance period. When making
this determination the Committee will have full discretion to ensure that the
final outcome is warranted based on the performance of the Company in the
light of all relevant factors to ensure there have been no windfall gains.

The 2025 PSP Awards are additionally subject to a two-year holding period
following the date of vesting during which the shares will receive dividends.

The 2025 PSP Awards, which are subject to the Malus and Clawback conditions of
the PSP, will ordinarily vest on the date on which the Committee determines
the extent to which the performance conditions have been satisfied at the end
of the three-year performance period.

Further details of the conditions applicable to the 2025 PSP Awards and the
remuneration arrangements for the Executive Directors are contained in Annual
Report and Accounts for the year ended 31 December 2024.

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK MAR.

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                     1.   Nigel Le Quesne

                                               2.   Martin Fotheringham

                                               3.   Wendy Holley

                                               4.   Kate Beauchamp

                                               5.   Iain Johns

                                               6.   Richard Ingle

 2   Reason for the notification
 a)  Position/Status:                          1.   Chief Executive Officer

                                               2.   Chief Financial Officer

                                               3.   Chief Operating Officer

                                               4.   Group Head of Institutional Client Services and PDMR

                                               5.   Group Head of Private Client Services and PDMR

                                               6.   Chief Risk Officer and PDMR

 b)  Initial Notification/Amendment:           Initial Notification
 3   Details of the issuer, emission allowance market participation, auction
     platform, auctioneer or auction monitor
 a)  Name:                                     JTC PLC
 b)  LEI:                                      213800DVUG4KLF2ASK33
 4.  Details of 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 £0.01 each

     Identification code:                      JE00BF4X3P53
 b)  Nature of the transaction:                Grant of conditional share award under the 2025 PSP
 c)  Price(s) and volume(s):                   Price(s)                         Volume(s)
     Nominal price of £0.01 per share                                           1.   126,916

                                                                                2.    79,503

                                                                                3.    61,629

                                                                                4.    43,437

                                                                                5.    41,886

                                                                                6.      8,784

 d)  Aggregated volume:                        N/A

     Price:
 e)  Date of the Transaction:                  8 April 2025
 f)  Place of the Transaction:                 Outside trading venue

 

 

Deferred Bonus Share Plan Awards

The Directors' Remuneration Policy provides that for Executive Directors 33%
of any net bonus earned will be deferred into shares under the Company's
Deferred Bonus Share Plan (the "DBSP").

Following the Renumeration Committee's approval of the Executive Directors'
2024 Annual Bonus outcomes, the Company announces that the following awards
(the "2025 DBSP Awards") were granted.

 

 Name of Director / PDMR  Number of Restricted Shares Awarded
 Nigel Le Quesne          16,944
 Martin Fotheringham      12,130
 Wendy Holley             10,047

 

The 2025 DBSP Awards are awarded in the form of restricted shares, i.e. shares
issued to the Executive Directors which are subject to restrictions on
transfer and a risk of forfeiture until they are released on 9 April 2028,
being the second anniversary of the award date. There are no further
performance conditions associated with these awards. This is the first such
grant of shares under the DBSP made to the Executive Directors.

Further details of the Executive Directors' 2024 Annual Bonus outcomes and
the remuneration arrangements for the Executive Directors are contained in
Annual Report and Accounts for the year ended 31 December 2024.

The 2025 DBSP Awards will be satisfied by the transfer of existing Ordinary
Shares held by JTC PLC EBT to each Participant.

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK MAR.

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                     1.   Nigel Le Quesne

                                               2.   Martin Fotheringham

                                               3.   Wendy Holley

 2   Reason for the notification
 a)  Position/Status:                          1.   Chief Executive Officer

                                               2.   Chief Financial Officer

                                               3.   Chief Operating Officer

 b)  Initial Notification/Amendment:           Initial Notification
 3   Details of the issuer, emission allowance market participation, auction
     platform, auctioneer or auction monitor
 a)  Name:                                     JTC PLC
 b)  LEI:                                      213800DVUG4KLF2ASK33
 4.  Details of 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 £0.01 each

     Identification code:                      JE00BF4X3P53
 b)  Nature of the transaction:                Grant of restricted share award under the 2024 DBSP
 c)  Price(s) and volume(s):                   Price(s)                    Volume(s)
     Nominal price of £0.01 per share                                      1.   16,944

                                                                           2.   12,130

                                                                           3.   10,047
 d)  Aggregated volume:                        N/A

     Price:
 e)  Date of the Transaction:                  8 April 2025
 f)  Place of the Transaction:                 Outside trading venue

 

 

For further information please contact:

 

Miranda Lansdowne

JTC (Jersey) Limited

Company Secretary

+44 1534 700 000

Miranda.Lansdowne@jtcgroup.com

 

 

About JTC

 

JTC is a publicly listed, global professional services business with deep
expertise in fund, corporate and private client services. Every JTC person is
an owner of the business and this fundamental part of our culture aligns us
with the best interests of all our stakeholders. Our purpose is to maximize
potential and our success is built on service excellence, long-term
relationships and technology capabilities that drive efficiency and add value.

 

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