REG - JTC PLC - Vesting and Grant of Share Plan Awards
10/04/2024 07:00
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RNS Number : 9334J JTC PLC 10 April 2024
10 April 2024
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Vesting and Grant of Share Plan Awards /
Director and PDMR Share Dealing
2021 PSP Awards Vesting
Further to the announcement of the Company's full year results for the year
ended 31 December 2023 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 "2021 PSP Awards"), as follows:
Name of Director / PDMR Number of Shares Vested
Nigel Le Quesne 98,123
Martin Fotheringham 71,489
Wendy Holley 54,476
Iain Johns 18,507
Richard Ingle 7,553
Further details of the achievement of the performance conditions applicable to
the 2021 PSP Awards will be provided in the Company's forthcoming Annual
Report and Accounts for the year ended 31 December 2023.
The 2021 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 PSP
c) Price(s) and volume(s): Price(s) Volume(s)
1. Nil 1. 98,123
2. Nil 2. 71,489
3. Nil 3. 54,476
4. Nil 4. 18,507
5. Nil 5. 7,553
d) Aggregated volume:
Price: N/A
e) Date of the Transaction: 9 April 2024
f) Place of the Transaction: Outside a trading venue
Grant of Conditional 2024 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 "2024 PSP Awards") as described below.
The 2024 PSP awards have been granted subject to Shareholders' approval of the
proposed Directors' Remuneration Policy at the forthcoming Annual General
Meeting of the Company on 21(st) May 2024 (the "AGM"). If the proposed
Directors' Remuneration Policy is not approved by the requisite majority of
votes at the AGM, the 2024 PSP Awards will lapse.
Name of Director / PDMR Number of Conditional Shares Awarded
Nigel Le Quesne 127,265
Martin Fotheringham 79,722
Wendy Holley 61,799
Iain Johns 42,001
Dean Blackburn 42,001
Richard Ingle 7,340
No consideration was paid for the grant of the 2024 PSP Awards, which are
structured as conditional share awards in accordance with the PSP rules. Nigel
Le Quesne, Martin Fotheringham, and Wendy Holley's 2024 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 01.01.2024 to 31.12.2026.
Iain Johns, Dean Blackburn and Richard Ingle's 2024 PSP Awards vest dependent
on the achievement of TSR, EPS and Group Business Plan performance conditions
measured over a three-year performance period, from 01.01.2024 to 31.12.2026.
To the extent that the Performance Conditions are not satisfied, the relevant
part of the 2024 PSP Awards shall lapse.
In addition, the 2024 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 2024 PSP 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 2024 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 2024 PSP Awards and the
remuneration arrangements for the Executive Directors are contained in Annual
Report and Accounts for the year ended 31 December 2023.
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. 127,265
2. 79,722
3. 61,799
4. 42,001
5. 42,001
6. 7,340
d) Aggregated volume: N/A
Price:
e) Date of the Transaction: 9 April 2024
f) Place of the Transaction: Outside trading venue
Deferred Bonus Share Plan Awards
The current Directors' Remuneration Policy provides that for Executive
Directors any bonus earned over 50% of salary is deferred into an award of
shares under the Company's Deferred Bonus Share Plan (the "DBSP").
Following the Renumeration Committee's approval of the Executive Directors'
2023 Annual Bonus outcomes, the Company announces that the following awards
(the "2024 DBSP Awards") were granted.
Name of Director / PDMR Number of Restricted Shares Awarded
Nigel Le Quesne 19,735
Martin Fotheringham 14,129
Wendy Holley 8,297
The 2024 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 2027,
being the third 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' 2023 Annual Bonus outcomes and the
remuneration arrangements for the Executive Directors are contained in Annual
Report and Accounts for the year ended 31 December 2023.
The 2024 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 DBSP
c) Price(s) and volume(s): Price(s) Volume(s)
Nominal price of £0.01 per share 1. 19,735
2. 14,129
3. 8,297
d) Aggregated volume: N/A
Price:
e) Date of the Transaction: 9 April 2024
f) Place of the Transaction: Outside trading venue
Director and PDMR Share Sales
In line with policy, Martin Fotheringham, Chief Financial Officer, and Dean
Blackburn, Group Head of Institutional Client Services, were permitted to sell
shares on 9 April 2024 to meet the estimated tax liabilities arising from
their JTC share awards.
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. Martin Fotheringham
2. Dean Blackburn
2 Reason for the notification
a) Position/Status: 1. Chief Executive Officer
2. 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: Sale of vested shares to pay tax
c) Price(s) and volume(s): Price(s) Volume(s)
1. £8.39 1. 16,478
2.1 £8.40 2.1. 2,000
2.2 £8.35 2.2. 2,000
2.3 £8.30 2.3. 3,000
2.4 £8.25 2.4. 7,000
d) Aggregated volume: 1. 16,478
Price: 2. 14,000
1. £8.393
2. £8.296
e) Date of the Transaction: 9 April 2024
f) Place of the Transaction: London Stock Exchange
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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