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RNS Number : 6662I JTC PLC 20 April 2022
20 April 2022
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Vesting and Grant of Performance Share Plan Awards
2019 PSP Awards Vesting
Further to the announcement of the Company's full year results for the year
ended 31 December 2021 and following approval by the Remuneration Committee,
JTC announces 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"), as announced on 4 April 2019 (the "2019 Awards"), as
follows:
Name of Director / PDMR Number of Shares Vested
Nigel Le Quesne 84,611
Martin Fotheringham 64,687
Wendy Holley 13,584
Iain Johns 14,602
Jonathan Jennings 10,187
Further details of the achievement of the performance conditions applicable to
the 2019 Awards will be provided in the Company's forthcoming Annual Report
and Accounts for the year ended 31 December 2021.
The 2019 Awards will be satisfied by the transfer of existing Ordinary Shares
held by JTC PLC EBT to each Participant. The 2019 Awards are subject to a
two-year holding period from 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. Jonathan Jennings
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. Group Head of Institutional Client Services 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 PSP
c) Price(s) and volume(s): Price(s) Volume(s)
1. Nil 1. 84,611
2. Nil 2. 64,687
3. Nil 3. 13,584
4. Nil 4. 14,602
5. Nil 5. 10,187
d) Aggregated volume: N/A
Price:
e) Date of the Transaction: 19 April 2022
f) Place of the Transaction: Outside a trading venue
Grant of Conditional 2022 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 "2022 Awards") as described below.
Name of Director / PDMR Number of Conditional Shares Awarded
Nigel Le Quesne 83,062
Martin Fotheringham 60,516
Wendy Holley 46,114
Iain Johns 16,391
Jonathan Jennings 15,773
Michael Halloran 9,481
Richard Ingle 6,364
Dean Blackburn 8,040
No consideration was paid for the grant of the 2022 Awards, which are
structured as conditional share awards in accordance with the PSP rules. Nigel
Le Quesne, Martin Fotheringham and Wendy Holley's 2022 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 01.01.2022 to 31.12.2024.
Iain Johns, Jonathan Jennings, Michael Halloran, Richard Ingle and Dean
Blackburn's 2022 Awards vest dependent on the achievement of TSR, EPS and
Group Business Plan performance conditions measured over a three-year
performance period, from 01.01.2022 to 31.12.2024.
To the extent that the Performance Conditions are not satisfied, the relevant
part of the 2022 Awards shall lapse.
In addition, the 2022 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 2022 Awards 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 2022 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 2022 Awards and the
remuneration arrangements for the Executive Directors are contained in Annual
Report and Accounts for the year ended 31 December 2021.
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. Iain Johns
5. Jonathan Jennings
6. Michael Halloran
7. Richard Ingle
8. Dean Blackburn
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. Group Head of Institutional Client Services and PDMR
6. Global Head of Technology Strategy and PDMR
7. Chief Risk Officer and PDMR
8. Chief Commercial 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 PSP
c) Price(s) and volume(s): Price(s) Volume(s)
Nominal price of £0.01 per share 1. 83,062
2. 60,516
3. 46,114
4. 16,391
5. 15,773
6. 9,481
7. 6,364
8. 8,040
d) Aggregated volume: N/A
Price:
e) Date of the Transaction: 19 April 2022
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.
www.jtcgroup.com
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