REG - Portmeirion Group - Grant of Options and Director Dealings

PortmeirionAnnouncement

25/03/2021 17:35

RNS Number : 5589T
  
Portmeirion Group PLC
  
25 March 2021
  
 

25 March 2021
 
Portmeirion Group PLC
(the "Company" or "Group")
 
Grant of Options and Director Dealings
 
The Company announces that the Group's Remuneration Committee and Board have approved the surrender of certain share options in issue ("Existing Options") and the grant of 377,500 options ("New Options") over ordinary shares of 5 pence each in the Company ("Ordinary Shares") to Directors and senior managers on 24 and 25 March 2021 respectively pursuant to The Portmeirion 2012 Approved Share Option Plan and The Portmeirion 2012 Unapproved Share Option Plan (the "2012 Plans").
 
The surrender of Existing Options relates to options over 74,300 Ordinary Shares with an exercise price of 980.0 pence granted on 8 August 2019.  The Existing Options were surrendered for no consideration.  Included within the options surrendered was a total of 41,300 options over Ordinary Shares previously granted to persons discharging managerial responsibilities ("PDMRs") of the Group as set out below.  The remaining options surrendered were held by senior managers.
 
The grant of New Options comprises options over a total of 250,000 Ordinary Shares to PDMRs as set out below and a further 127,500 options to other senior managers.  The New Options granted have a vesting period of three years, a total exercise period of seven years between 26 March 2024 and 24 March 2031 and an exercise price of 632.5 pence per Ordinary Share (being the closing mid-market price of an Ordinary Share on the dealing day immediately preceding the date of grant).
 
The New Options granted on 25 March 2021 are normally only exercisable if the increase in the average of the Group's basic adjusted (for changes in accounting standards and exceptional items) earnings per share for each of the three years ending 31 December 2021, 31 December 2022 and 31 December 2023 is at least 10% higher than that calculated for the year ended 31 December 2019 using the number of shares in issue (excluding treasury shares and shares held in The Portmeirion Employees Share Trust on which dividends are not paid) immediately following the equity raise completed on 29 June 2020, being 13,739,182 shares.
 




 


 


Number of options surrendered at 980.0 pence per Ordinary Share


Number options granted at an exercise price of 632.5 pence per Ordinary Share


Total number of Ordinary Shares over which each PDMR holds options following this notification


 




Company directors/officers:


 


 




Michael Raybould


Chief Executive


-


50,000


97,275 


 




Jacqui Gale


Chief Commercial Officer


10,000


30,000


40,000 


 




Michael Knapper


Operations Director


-


30,000


55,365 


 




William Robedee


President of North America


-


30,000


45,000 


 




David Sproston


Group Finance Director


4,600


30,000


59,000 


 




Moira MacDonald


Group Company Secretary


4,600


12,500


20,000 


 




Subsidiary company directors: Portmeirion UK


 


 




Gemma Copping


Marketing Director


-


7,500


12,500


 




Robert Findler


Production Director


7,500


7,500


13,500


 




Daniel Goodall


Design Director


-


7,500


13,500


 




Samantha Pearce


HR Director


4,600


7,500


13,500


 




Stephen Richardson


UK Sales Director


5,000


7,500


12,500


 




Subsidiary company directors: Portmeirion North America


-


 


 




Michael Gilson


Chief Financial Officer


-


7,500


7,500


 




Subsidiary company directors: Wax Lyrical


 


-


 


 




Warren Gell


Commercial Director


5,000


7,500


12,500


 




Elizabeth Kerr


Finance Director


-


5,000


5,000


 




Lyn Place


Operations Director


-


5,000


5,000


 




Emma Stevenson


HR Director


-


5,000


5,000


 




 


Total:


41,300


250,000


417,140


 



 
 
 
 
 
 
 



 
Amendment of Performance Conditions for Executive Share Options Granted in 2020
In addition, the Remuneration Committee has determined that the earnings per share performance conditions set for the options granted on 4 May 2020 under the 2012 Plans and the Portmeirion Group Phantom Share Plan (the "2020 Options") be rebased to take account of the number of shares in issue at the time of grant in May 2020 rather than the increased number of issued shares as a result of the June 2020 equity raise.  The 2020 Options will therefore normally only be exercisable if the increase in the average of the Group's basic adjusted (for changes in accounting standards and exceptional items) earnings per share for each of the two years ending 31st December 2021 and 31st December 2022 is at least 10% higher than that for the year ended 31st December 2019. The number of the Group's shares in issue (excluding treasury shares and shares held in The Portmeirion Employees Share Trust on which dividends are not paid) to be used in the calculations shall be that at the time of grant of the options on 4 May 2020, being 10,642,578 shares.
 
The Group's Remuneration Committee believes it is key that the Group incentivise and retain Directors and senior managers to drive the business forward as they have admirably done over the last challenging year, whilst aligning their interests with those of shareholders.
 
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).
 
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
_____________________________________________
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities / person closely associated with them.
 




1.


Details of the person discharging managerial responsibilities/person closely associated




a)


Name
 






Company directors/officers:




Michael Raybould


Chief Executive




Jacqui Gale


Chief Commercial Officer




Michael Knapper


Operations Director




William Robedee


President of North America




David Sproston


Group Finance Director




Moira MacDonald


Group Company Secretary




Subsidiary company directors:




Gemma Copping


Marketing Director (Portmeirion UK) 




Robert Findler


Production Director (Portmeirion UK)




Daniel Goodall


Design Director (Portmeirion  UK)




Samantha Pearce


HR Director (Portmeirion UK)




Stephen Richardson


UK Sales Director (Portmeirion UK)  




Michael Gilson


Chief Financial Officer (Portmeirion US)




Warren Gell


Commercial Director (Wax Lyrical)




Elizabeth Kerr


Finance Director(Wax Lyrical) 




Lyn Place


Operations Director (Wax Lyrical) 




Emma Stevenson


HR Director (Wax Lyrical)  




 




2.


Reason for the notification




a)


Position/status


See 1(a) above for all positions - all classified as PDMRs of the Company




b)


Initial notification/Amendment


Initial Notification




3.


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




a)


Name


Portmeirion Group PLC




b)


LEI


2138003QC9J6TLZJHO70




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


Ordinary Shares of 5 pence each




b)


Identification code


GB0006957293




c)


Nature of the transactions


Surrender and Grant of options over Ordinary Shares




d)


 
 
 
 
 
 
 
 
 
 
 
 
 
Price(s) and volume(s)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Surrender for no consideration of 41,300 options over Ordinary Shares with an exercise price of 980.0 pence.




 


Number of options surrendered at 980.0 pence per Ordinary Share




Jacqui Gale


10,000




David Sproston


4,600




Moira MacDonald


4,600




Robert Findler


7,500




Samantha Pearce


4,600




Stephen Richardson


5,000




Warren Gell


5,000




Grant of 250,000 options over Ordinary Shares with an exercise price of 632.5 pence.




 


Number options granted at an exercise price of 632.5 pence per Ordinary Share




Michael Raybould


50,000




Jacqui Gale


30,000




Michael Knapper


30,000




William Robedee


30,000




David Sproston


30,000




Moira MacDonald


12,500




Gemma Copping


7,500




Robert Findler


7,500




Daniel Goodall


7,500




Samantha Pearce


7,500




Stephen Richardson


7,500




Michael Gilson


7,500




Warren Gell


7,500




Elizabeth Kerr


5,000




Lyn Place


5,000




Emma Stevenson


5,000




 




e)


Aggregated information
-     Aggregated volume
-     Price


Surrender for no consideration of 41,300 options over Ordinary Shares with an exercise price of 980.0 pence.
Grant of 250,000 options over Ordinary Shares with an exercise price of 632.5 pence.
 




f)


Date of the transactions


24 March 2021 - Surrender of options
25 March 2021 - Grant of options




f)


Place of the transactions


Off-market




 
Name of authorised official of issuer responsible for making notification:
 
Moira MacDonald
Company Secretary to Portmeirion Group PLC
 
ENQUIRIES:
 




Portmeirion Group PLC:


 


 




Mike Raybould


+44 (0) 1782 743 443


mraybould@portmeiriongroup.com




Chief Executive
David Sproston


 
+44 (0) 1782 743 443


 
dsproston@portmeiriongroup.com




Group Finance Director
 


 


 




Hudson Sandler: 


 


 




Dan de Belder


+44 (0) 207 796 4133


ddebelder@hudsonsandler.com




Nick Moore


 


nmoore@hudsonsandler.com




 
Panmure Gordon 
(Nominated Adviser and Broker): 


 
+44 (0) 207 886 2500


 




Freddy Crossley / Joanna Langley


Corporate Finance


 




Rupert Dearden


Corporate Broking


 




 




N+1 Singer 
(Joint Broker): 


 
+44 (0) 207 496 3000


 




Peter Steel / Sebastian Burke


Corporate Finance


 




Rachel Hayes


Sales


 




 

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