REG - TClarke PLC - Director/PDMR Shareholding

TclarkeAnnouncement

27/03/2024 14:00

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RNS Number : 5605I  TClarke PLC  27 March 2024

TClarke plc

("the Company")

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

The Company announces that on 27(th) March 2024, the following Executive
Directors of the Company were granted nil cost conditional share awards over
ordinary shares of 10p each in Company ("Shares") pursuant to the TClarke 2021
Long-term Incentive Plan ("the Plan") as follows:

 Executive Director:  Number of conditional shares awarded:
 Mark Lawrence        383,478
 Mike Crowder         326,877
 Trevor Mitchell      287,668

No consideration was paid for the grant of the conditional share awards.  The
conditional share awards will normally vest on 27(th) March 2027, being the
third anniversary of the date of grant, and will be subject to continued
employment with the Company.

50% of the award will be subject to satisfaction of the earnings per share
performance condition as set out below:

 Annual growth in EPS above CPI*  Proportion of award vesting
 Less than 3%                     Nil
 3%                               25%
 Between 3% and 10%               Between 25% and 100% on a straight-line basis
 Above 10%                        100%

*Base point from which performance is measured is based on average EPS for the
three years ended 31(st) December 2023. Earnings per share calculated by
profit before tax divided by weighted average of number of shares in issue
during the financial year.

50% of the award is being made to incentivise the achievement of the Company's
3 year ambitious organic growth plan, achievement of which would substantially
enhance earnings per share. This element of the award will be subject to
satisfaction of the Total Shareholder Return (TSR) performance condition as
set out below:

 TSR*                 Proportion of award vesting
 Less than 35%        Nil
 35%                  25%
 Between 35% and 50%  Between 25% and 100% on a straight-line basis
 Above 50%            100%

 

 * Base point share price 150p. The share price at maturity is the 3-month
 average to 31 December 2026.

 Formal notifications in respect of the conditional share awards to the
 Executive Directors are below;

1   Details  of  the  person  discharging  managerial  responsibilities  /
      person  closely associated
 a)      Name                                                         Mark Lawrence
 2   Reason for the notification
 a)      Position/status                                              Group Chief Executive Officer and Executive 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                                                         TClarke plc
 b)      LEI                                                          213800OIP8MU517BK123
 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  Ordinary shares of 10 pence each

     Identification code

                                      GB0002015021

 b)      Nature of the transaction                                    Grant of a conditional share award under the Long-term Incentive Plan
 c)      Price(s) and volume(s)

 Price(s)  Volume(s)
                                    Nil       383,478

   d)    Aggregated information                                       N/A (single transaction)

 - Aggregated volume

     -Price
 e)      Date of the transaction                                      2024-03-27

 f)      Place of the transaction                                     Outside a trading venue

   d)

 Aggregated information

- Aggregated volume

 

 - Price

 N/A (single transaction)

 e)

 Date of the transaction

 2024-03-27

 f)

 Place of the transaction

 Outside a trading venue

1   Details  of  the  person  discharging  managerial  responsibilities  /
      person  closely associated
 a)      Name                                                         Mike Crowder
 2   Reason for the notification
 a)      Position/status                                              Group Managing Director and Executive 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                                                         TClarke plc
 b)      LEI                                                          213800OIP8MU517BK123
 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  Ordinary shares of 10 pence each

     Identification code

                                      GB0002015021

 b)      Nature of the transaction                                    Grant of a conditional share award under the Long-term Incentive Plan
 c)      Price(s) and volume(s)

 Price(s)  Volume(s)
                                    Nil       326,877

   d)    Aggregated information                                       N/A (single transaction)

 - Aggregated volume

     -Price
 e)      Date of the transaction                                      2024-03-27

 f)      Place of the transaction                                     Outside a trading venue

   d)

 Aggregated information

- Aggregated volume

 

 - Price

 N/A (single transaction)

 e)

 Date of the transaction

 2024-03-27

 f)

 Place of the transaction

 Outside a trading venue

1   Details  of  the  person  discharging  managerial  responsibilities  /
      person  closely associated
 a)      Name                                                         Trevor Mitchell
 2   Reason for the notification
 a)      Position/status                                              Group Finance Director and Executive 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                                                         TClarke plc
 b)      LEI                                                          213800OIP8MU517BK123
 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  Ordinary shares of 10 pence each

     Identification code

                                      GB0002015021

 b)      Nature of the transaction                                    Grant of a conditional share award under the Long-term Incentive Plan
 c)      Price(s) and volume(s)

 Price(s)  Volume(s)
                                    Nil       287,668

   d)    Aggregated information                                       N/A (single transaction)

 - Aggregated volume

     -Price
 e)      Date of the transaction                                      2024-03-27

 f)      Place of the transaction                                     Outside a trading venue

   d)

 Aggregated information

- Aggregated volume

 

 - Price

 N/A (single transaction)

 e)

 Date of the transaction

 2024-03-27

 f)

 Place of the transaction

 Outside a trading venue

 For further information contact:

 TClarke plc

 Mark Lawrence Group Chief Executive

 Trevor Mitchell Finance Director

 Tel: 020 7997 7400

  www.tclarke.co.uk (http://www.tclarke.co.uk/)

 Cavendish Capital Markets Limited (Corporate Broker)

 Ben Jeynes (Corporate Finance)

 Tel: 020 7397 8900

  www.cenkos.com (http://www.cenkos.com/)

 RMS Partners

 Simon Courtenay

 Tel: 020 3735 551

 27 March 2024

 

  d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A (single transaction)

e)

Date of the transaction

2024-03-27

 

f)

Place of the transaction

Outside a trading venue

 

 

 1       Details  of  the  person  discharging  managerial  responsibilities  /
          person  closely associated
 a)      Name                                                         Mike Crowder
 2       Reason for the notification
 a)      Position/status                                              Group Managing Director and Executive 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                                                         TClarke plc
 b)      LEI                                                          213800OIP8MU517BK123
 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  Ordinary shares of 10 pence each

         Identification code

                                                                        GB0002015021

 b)      Nature of the transaction                                    Grant of a conditional share award under the Long-term Incentive Plan
 c)      Price(s) and volume(s)

Price(s)  Volume(s)
                                                                      Nil       326,877

   d)    Aggregated information                                       N/A (single transaction)

- Aggregated volume

 

         - Price
 e)      Date of the transaction                                      2024-03-27

 f)      Place of the transaction                                     Outside a trading venue

 

  d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A (single transaction)

e)

Date of the transaction

2024-03-27

 

f)

Place of the transaction

Outside a trading venue

 

 

 1       Details  of  the  person  discharging  managerial  responsibilities  /
          person  closely associated
 a)      Name                                                         Trevor Mitchell
 2       Reason for the notification
 a)      Position/status                                              Group Finance Director and Executive 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                                                         TClarke plc
 b)      LEI                                                          213800OIP8MU517BK123
 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  Ordinary shares of 10 pence each

         Identification code

                                                                        GB0002015021

 b)      Nature of the transaction                                    Grant of a conditional share award under the Long-term Incentive Plan
 c)      Price(s) and volume(s)

Price(s)  Volume(s)
                                                                      Nil       287,668

   d)    Aggregated information                                       N/A (single transaction)

- Aggregated volume

 

         - Price
 e)      Date of the transaction                                      2024-03-27

 f)      Place of the transaction                                     Outside a trading venue

 

  d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

N/A (single transaction)

e)

Date of the transaction

2024-03-27

 

f)

Place of the transaction

Outside a trading venue

 

For further information contact:

TClarke plc

Mark Lawrence Group Chief Executive

Trevor Mitchell Finance Director

Tel: 020 7997 7400

 www.tclarke.co.uk (http://www.tclarke.co.uk/)

 

Cavendish Capital Markets Limited (Corporate Broker)

Ben Jeynes (Corporate Finance)

Tel: 020 7397 8900

 www.cenkos.com (http://www.cenkos.com/)

 

RMS Partners

Simon Courtenay

Tel: 020 3735 551

 

27 March 2024

 

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