REG - Trifast PLC - PDMR - Performance conditions for LTIP award

TrifastAnnouncement

30/11/2023 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231130:nRSd1394Va&default-theme=true

RNS Number : 1394V  Trifast PLC  30 November 2023

 

 

Thursday, 30 November 2023

 

Trifast plc

(the "Company")

 

Performance conditions for LTIP award and Notification and public disclosure
of transactions by PDMR

 

The Company announces that, further to the terms set out in the Company's
Directors' Remuneration Policy ("Policy") which was approved at the AGM on 15
September 2023, the Remuneration Committee ("Committee") has determined to
grant an LTIP award to Iain Percival and Darren Hayes-Powell over the number
of ordinary shares of 5p each in the Company ("Ordinary Shares") set out in
the table below under the terms of the Trifast plc Employee Share Plan.  The
LTIP award was granted on 28 November 2023 and no consideration was paid for
the grant which is structured as a nil-cost option.

 

 PDMR                       Number of Shares granted
 Iain Percival (CEO)        814,553
 Darren Hayes-Powell (CFO)  509,095

 

The number of Ordinary Shares granted under the LTIP award has been calculated
using an Ordinary Share price of 73.66 pence per share, being the average
share price of the five days immediately before the date of grant.

 

The normal vesting date of the LTIP award will be 26 November 2026, being the
third anniversary of the grant date.  The LTIP award is subject to a two-year
holding period commencing on vesting.

 

The number of Ordinary Shares under the LTIP Award will normally vest after
three years based on the satisfaction of performance conditions which are
measured over three financial years ending 31 March 2026.  As set out in the
Company's Directors' Remuneration Report, the Committee determined the
performance conditions attached to the award prior to the date of grant to be
as follows:

 

 ·    75% of the LTIP award will be based on relative Total Shareholder
 Return ("TSR") versus the FTSE All Share Index; and
 ·    25% of the LTIP award will be based on Underlying Operating Margin
 ("UOM") performance in FY26.

 

Full details of performance targets are set out below.

 

Relative TSR Target

The TSR growth for Trifast and the FTSE All Share index will be measured using
a three-month average prior to the start and the end of the three-year
performance period, starting on 1 April 2023.  The number of Shares subject
to the TSR Target will vest as follows:

 

 Trifast's TSR growth                                         Vesting % achieved*
 Below the FTSE All Share Index                               Below threshold (Nil)
 Equal to the FTSE All Share Index                            Threshold (25%)
 8% p.a. or above outperformance of the FTSE All Share Index  Maximum (100%)

 

*Vesting between Threshold and Maximum performance is on a straight-line
basis.

 

The Committee notes that it was the intention at the date of drafting of the
2023 Annual Report that the FTSE Small Cap index (excluding Investment Trusts)
would be used to assess relative TSR performance.  However, the Committee has
since determined that it would instead use the FTSE All Share index on the
basis that this index provides a more appropriate, broader comparison of
companies facing similar global challenges to Trifast.  Additionally, it is
noted that this is consistent with Trifast's Remuneration Policy.

 

UOM Target

The number of Shares subject to the UOM Target will vest as follows based on
Trifast's FY26 UOM performance:

 

 FY26 UOM** required  Vesting % achieved*
 Below 8.2%           Below Threshold (Nil)
 8.2%                 Threshold (25%)
 9.1%                 50%
 10.0%                75%
 11.0% and above      Maximum (100%)

 

*Vesting between the various performance levels will be determined on a
straight-line basis.

**UOM is defined as Underlying operating profit as a percentage of sales.

 

 

The notifications below are made in accordance with the requirements of the EU
Market Abuse Regulation.

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a.  Name                                                                        Iain Percival
 2.  Reason for the notification
 a.  Position/status                                                             Chief Executive Officer
 b.  Initial notification/Amendment                                              Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                                        Trifast plc
 b.  LEI                                                                         213800WFIVE6RWK3CR22
 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 Identification  Ordinary shares of 5 pence each
     code

                                                                                 GB0008883927
 b.  Nature of the transaction                                                   Grant of Award under the Trifast plc Employee Share Plan 2014
 c.  Price(s) and volume(s)                                                      Price(s)  Volume(s)
                                                                                 Nil       814,553
 d.  Aggregated information

     ·Aggregated volume                                                          814,553

     ·Price                                                                      Nil
 e.  Date of the transaction                                                     28.11.23
 f.  Place of the transaction                                                    Outside a trading venue

d.

Aggregated information

·Aggregated volume

·Price

 

814,553

Nil

e.

Date of the transaction

28.11.23

f.

Place of the transaction

Outside a trading venue

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a.  Name                                                                        Darren Hayes-Powell
 2.  Reason for the notification
 a.  Position/status                                                             Chief Financial Officer
 b.  Initial notification/Amendment                                              Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a.  Name                                                                        Trifast plc
 b.  LEI                                                                         213800WFIVE6RWK3CR22
 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 Identification  Ordinary shares of 5 pence each
     code

                                                                                 GB0008883927
 b.  Nature of the transaction                                                   Grant of Award under the Trifast plc Employee Share Plan 2014
 c.  Price(s) and volume(s)                                                      Price(s)  Volume(s)
                                                                                 Nil       509,095
 d.  Aggregated information

     ·Aggregated volume                                                          509,095

     ·Price                                                                      Nil
 e.  Date of the transaction                                                     28.11.23
 f.  Place of the transaction                                                    Outside a trading venue

d.

Aggregated information

·Aggregated volume

·Price

 

509,095

Nil

e.

Date of the transaction

28.11.23

f.

Place of the transaction

Outside a trading venue

 

 

Enquiries:

Trifast plc

Christopher Morgan

Company Secretary

Tel: +44 (0) 1825 769696

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHDDBDBCXDDGXC