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RNS Number : 8859V JTC PLC 12 April 2023
12 April 2023
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Vesting and Grant of Performance Share Plan Awards
2020 PSP Awards Vesting
Further to the announcement of the Company's full year results for the year
ended 31 December 2022 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 "2020 Awards"), as follows:
Name of Director / PDMR Number of Shares Vested
Nigel Le Quesne 99,762
Martin Fotheringham 72,684
Wendy Holley 13,658
Iain Johns 13,658
Further details of the achievement of the performance conditions applicable to
the 2020 Awards will be provided in the Company's forthcoming Annual Report
and Accounts for the year ended 31 December 2022.
The 2020 Awards will be satisfied by the transfer of existing Ordinary Shares
held by JTC PLC EBT to each Participant. The 2020 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
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
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. 99,762
2. Nil 2. 72,684
3. Nil 3. 13,658
4. Nil 4. 13,658
d) Aggregated volume: N/A
Price:
e) Date of the Transaction: 6 April 2023
f) Place of the Transaction: Outside a trading venue
Grant of Conditional 2023 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 "2023 Awards") as described below.
Name of Director / PDMR Number of Conditional Shares Awarded
Nigel Le Quesne 139,187
Martin Fotheringham 99,646
Wendy Holley 77,243
Iain Johns 45,936
Dean Blackburn 43,816
Richard Ingle 8,028
No consideration was paid for the grant of the 2023 Awards, which are
structured as conditional share awards in accordance with the PSP rules. Nigel
Le Quesne, Martin Fotheringham and Wendy Holley's 2023 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 01.01.2023 to 31.12.2025.
Iain Johns, Dean Blackburn and Richard Ingle's 2023 Awards vest dependent on
the achievement of TSR, EPS and Group Business Plan performance conditions
measured over a three-year performance period, from 01.01.2023 to 31.12.2025.
To the extent that the Performance Conditions are not satisfied, the relevant
part of the 2023 Awards shall lapse.
In addition, the 2023 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 2023 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 2023 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 2023 Awards and the
remuneration arrangements for the Executive Directors are contained in Annual
Report and Accounts for the year ended 31 December 2022.
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. Dean Blackburn
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 Private Client Services and PDMR
5. Group Head of Institutional 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 PSP
c) Price(s) and volume(s): Price(s) Volume(s)
Nominal price of £0.01 per share 1. 139,187
2. 99,646
3. 77,243
4. 45,936
5. 43,816
6. 8,028
d) Aggregated volume: N/A
Price:
e) Date of the Transaction: 11 April 2023
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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