REG - Lords Group Trading - LTIP Options and Vesting of CSOP Shares

Lords TradingAnnouncement

30/06/2022 07:15

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RNS Number : 7102Q  Lords Group Trading PLC  30 June 2022

 For immediate release  30 June 2022

 

 

Lords Group Trading plc

('Lords', the 'Group' or the 'Company')

 

Award of Options under LTIP

Vesting of CSOP Shares

 

Lords, a leading distributor of building materials in the UK, announces that
the Group's Remuneration Committee has approved the award of options over an
aggregate 238,949 Ordinary Shares of 0.5 pence each in the Company ('Ordinary
Shares') under the Lords Long Term Incentive Plan (the 'LTIP') to Chris Day,
the Company's Chief Financial Officer, in the form of both paid and nil cost
share options ('Awards').

 

The LTIP is part of the Group's incentive arrangements stated at the time of
the Company's IPO in July 2021, recognising the importance of ensuring that
all Directors align closely with the success of the Group in the medium and
long-term.  As such, the Awards are subject to the following performance
conditions, subject to Remuneration Committee discretion.

 

Award Performance Conditions

The performance target attached to 50 per cent. of the Awards is based on the
Group's adjusted earnings per share ('EPS') achieving a 5% compound growth
rate from FY22 (12 months ended 31 December 2022) to FY24 (12 months ended 31
December 2024).

 

The performance target attached to the remaining 50 per cent. of the Awards is
based on the Group's total shareholder return ('TSR') performance, as compared
to an AIM index comparator group, from FY22 to FY24.  The TSR element of the
Award will not vest if the Group performs below the median of the comparator
group, with the full Award being made if the Group outperforms the upper
quartile of the comparator group, with option vesting between those two points
on a straight-line basis.

 

The Awards will vest and be exercisable anytime from 1 April 2025 until 30
June 2027.  179,212 of the options over Ordinary Shares will have an exercise
price of 83.7 pence per Ordinary Share, with the remaining 59,737 options
being nil cost share options.

 

Vesting of CSOP Shares

The Company also announces the exercise of options to subscribe for an
aggregate of 3,986,499 new Ordinary Shares which have been exercised under the
Group's existing Company Share Option Plan ('CSOP') which was in place prior
to the Group's IPO.  As set out in the Company's Admission Document at the
time of the IPO in July 2021, the existing CSOP awards did not vest at IPO and
the awards were instead continued through the IPO reorganisation on terms
similar to those originally set to ensure the ongoing retention of the CSOP
participants.  At the time of grant, the CSOP was the Company's only
incentive plan and was implemented with the intention of retaining the
participants and incentivising them to deliver on the Group's key financial
metrics.

 

Chris Day (Chief Financial Officer) and Tim Holton (Group Acquisition and
Integration Director) have exercised CSOP options over 2,619,835 and 1,366,664
Ordinary Shares, respectively.  The exercise price of the CSOP Options is 0.5
pence per Ordinary Share.  No further options will be granted under this CSOP
scheme, however a number of existing options remain outstanding under the
CSOP, per the Group's Admission Document at IPO, with the number of options
vesting subject to future Group performance conditions.

As a result of the exercise of CSOP options, application has been made for the
3,986,499 new Ordinary Shares to be admitted to trading on AIM, and it is
expected that Admission will occur at 8.00 a.m. on or around 5 July 2022.
Following Admission of the new Ordinary Shares, the Company's issued ordinary
share capital will comprise 162,511,371 Ordinary Shares, none of which are
held in treasury.

 

Therefore, following Admission of the new Ordinary Shares, the total number of
Ordinary Shares with voting rights in the Company will be 162,511,371, which
may be used by Shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules

 

- Ends -

 

FOR FURTHER ENQUIRIES:

 

 Lords Group Trading plc                                     Via Buchanan
 Shanker Patel, Chief Executive Officer                      Tel: +44 (0) 20 7466 5000
 Chris Day, Chief Financial Officer

 Cenkos Securities plc (Nominated Adviser and Joint Broker)  Tel: +44 (0)20 7397 8900
 Ben Jeynes / Max Gould / Dan Hodkinson (Corporate Finance)
 Alex Pollen (Sales)

 

 Berenberg (Joint Broker)                                                   Tel: +44 (0)20 3207 7800

 Matthew Armitt / Richard Bootle / Ciaran Walsh

 Buchanan Communications                                                    Tel: +44 (0) 20 7466 5000
 Henry Harrison-Topham / Stephanie Whitmore/ Kim Looringh-van Beeck / Abby  LGT@buchanan.uk.com (mailto:LGT@buchanan.uk.com)
 Gilchrist

 

The following notifications are intended to satisfy the Company's obligations
under Article 19(3) of the Market Abuse Regulation.

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                                            Chris Day
 2   Reason for notification
 a)  Position/Status                                                                 CFO
 b)  Initial notification/amendment                                                  Initial notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                                            Lords Group Trading plc

 b)  LEI                                                                             9845009A4D87F1CE5145

 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 and identification  a)    Nil cost share options
     code

                                                                                     b)    Options with an exercise price of 83.7 pence per share

                                                                                     c)    Shares exercised under the Group's CSOP

                                                                                     ISIN: GB00BM9CLS53

 b)  Nature of transaction                                                           Conditional award of new ordinary shares pursuant to Lords Group LTIP

 c)  Price(s) and volume(s)                                                           Price(s)             Volume(s)
                                                                                     a)    Nil             a)    59,737

                                                                                     b)    83.7 pence      b)    179,212

                                                                                     c)    0.5 pence       c)    2,619,835
 d)  Aggregated information                                                           n/a

 e)  Date of transaction                                                             30 June 2022

 f)  Place of transaction                                                            Outside of a trading venue

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                                            Tim Holton
 2   Reason for notification
 a)  Position/Status                                                                 Group Acquisition and Integration Director, PDMR
 b)  Initial notification/amendment                                                  Initial notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                                            Lords Group Trading plc

 b)  LEI                                                                             9845009A4D87F1CE5145

 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 and identification  a)    Shares exercised under the Group's CSOP
     code

                                                                                     ISIN: GB00BM9CLS53

 b)  Nature of transaction                                                           Conditional award of new ordinary shares pursuant to Lords Group LTIP

 c)  Price(s) and volume(s)                                                           Price(s)           Volume(s)
                                                                                     a)    0.5 pence     a)    1,366,664
 d)  Aggregated information                                                          n/a

 e)  Date of transaction                                                             30 June 2022

 f)  Place of transaction                                                            Outside of a trading venue

d)

Aggregated information

 n/a

 

e)

Date of transaction

30 June 2022

 

f)

Place of transaction

Outside of a trading venue

 

 

1

Details of the person discharging managerial responsibilities/person closely
associated

a)

Name

Tim Holton

2

Reason for notification

a)

Position/Status

Group Acquisition and Integration Director, PDMR

b)

Initial notification/amendment

Initial notification

 

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Lords Group Trading plc

 

b)

LEI

9845009A4D87F1CE5145

 

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 and identification
code

a)    Shares exercised under the Group's CSOP

ISIN: GB00BM9CLS53

 

b)

Nature of transaction

Conditional award of new ordinary shares pursuant to Lords Group LTIP

 

c)

Price(s) and volume(s)

  Price(s)           Volume(s)
 a)    0.5 pence     a)    1,366,664

d)

Aggregated information

n/a

 

e)

Date of transaction

30 June 2022

 

f)

Place of transaction

Outside of a trading venue

 

 

 

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