REG - Trustpilot Group PLC - Director/PDMR Shareholding

TrustpilotAnnouncement

12/04/2024 13:15

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RNS Number : 4859K  Trustpilot Group PLC  12 April 2024

Trustpilot Group plc ("Trustpilot" or the "Company")

 

Notification of Transactions by Persons Discharging Managerial
Responsibilities ("PDMRs) and Persons Closely Associated with them

 

Vesting of 2021 awards under the Trustpilot Group plc Long Term Incentive Plan
(the "LTIP")

 

The Company announces that on 10 April 2024, the following shares, noted in
table 1 below, were released to each of the PDMRs listed following the partial
vesting of awards granted in 2021 under the LTIP.  A portion of the shares
awarded to each of the PDMRs was then sold automatically to cover each PDMR's
applicable tax and fee liabilities in respect of the vesting of the share
awards. The remaining shares are subject to a two-year post-vesting holding
period.

 

The awards were granted in 2021 as conditional awards based on the following
performance conditions:

 

-     The vesting of 55 per cent. of such awards (the "TSR Part") was
subject to the Company's total shareholder return ("TSR") performance over a
three-year period that commenced on the date of the Company's Admission to
trading on the London Stock Exchange relative to the TSR performance over
the same period of the constituents of the FTSE 250 Index (excluding
investment trusts and the Company) as at such Admission. One quarter of the
TSR Part would vest for median ranking performance and thereafter on a
straight-line basis to full vesting of the TSR Part for upper quartile ranking
(or better) relative TSR performance;

 

-     The vesting of 25 per cent. of such awards (the "ARR Part") was
subject to the compound annual growth rate ("CAGR") in the Group's annual
recurring revenue ("ARR") over the period 1 January 2021 to 31 December
2023. One quarter of the ARR Part would vest for CAGR in ARR over the
measurement period of 20 per cent. and thereafter on a straight-line basis to
full vesting of the ARR Part for CAGR in ARR over the measurement period of 30
per cent. (or better); and

-     The vesting of 20 per cent. of such awards (the "Trust Measure
Part") was subject to targets set for the average of the trust performance
measures taken at the end of 2021, 2022 and 2023 respectively. One quarter of
the Trust Measure Part would vest for threshold performance (average trust
score of 3.5), rising on a straight-line basis to full vesting for stretch
performance (average trust rating of 4.2) or better.

As an additional condition, a term of the performance conditions included that
no part of such LTIP awards would vest unless the remuneration committee of
the Company's board of directors (the "Remuneration Committee") was satisfied
as to overall Company performance over the period until vesting, and, as
required by the UK Corporate Governance Code, the Remuneration Committee
would retain a power to moderate the vesting levels from awards if this was
appropriate in all of the circumstances, including consideration of
shareholder experience.

 

The Remuneration Committee completed its assessment of the extent to which the
award's performance conditions were satisfied and concluded as follows: the
Company's TSR over the performance period was below median relative to the
comparator group, therefore 0 per cent. of the TSR Part would vest; the CAGR
in the Group's ARR measured 21.1 per cent., resulting in a 33.5 per cent.
vesting of the ARR Part; and the trust performance measures achieved an
outturn of 4.1, resulting in an 89.5 per cent. vesting of the Trust Measure
Part. The overall vesting percentage in respect of the total grant, was,
therefore, 26.30 per cent. and the Remuneration Committee confirmed this
assessment outcome.

 

Table 1:

 PDMR             Position                             Total number of LTIP awards granted in 2021  Vesting Percentage  Shares vested  Shares sold to cover applicable tax and fee liabilities  Total Vested Shares subject to a two-year holding period
 Hanno Damm       Chief Financial Officer              244,218                                      26.30%              64,229         34,319                                                   29,910
 Peter Mühlmann   Founder and Non-Executive Director*  353,200                                      26.30%              92,891         497                                                      92,394

 

* Awards granted to Peter Mühlmann when in his role as Chief Executive
Officer.

 

The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the UK Market Abuse Regulation.

 

 

 1.   Details of the person discharging managerial responsibilities /person closely
      associated with them (PCA)
 (a)  Name                                                         Hanno Damm
 2.   Reason for the notification
 (a)  Position/status                                              Chief Financial Officer - PDMR
 (b)  Initial notification/amendment                               Initial Notification
 3.   Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 (a)  Name                                                         Trustpilot Group plc

 (b)  LEI                                                          2138002ILUNMGNPSGG46
 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 GBP 0.01 each

      Identification Code                                          GB00BNK9TP58
 (b)  Nature of the transaction                                    Vesting of award granted in 2021 under The Trustpilot Group plc Long Term
                                                                   Incentive Plan. Following vesting, there is a requirement to retain the vested
                                                                   shares for a period of two additional years during which the PDMR is not
                                                                   entitled to sell the shares or otherwise deal with them, other than a sale to
                                                                   cover the tax and fee liabilities arising on vesting.
 (c)  Price(s) and volume(s)                                       Price(s)                                                  Volume(s)
                                                                   GBP nil                                                   64,229
 (d)  Aggregated information/Aggregated volume Price               n/a single transaction
 (e)  Date of the transaction                                       2024-04-10
 (f)  Place of the transaction                                     Outside a trading venue
 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 GBP 0.01 each

      Identification Code

                                                                   GB00BNK9TP58
 (b)  Nature of the transaction                                    Sale of shares to cover the applicable tax and fees arising on the vesting of
                                                                   an award made in 2021 under the Trustpilot Group plc Long Term Incentive Plan
 (c)  Price(s) and volume(s)                                       Price(s)                     Volume(s)
      GBP 1.919829 each                                                                                                      34
                                                                                                                             ,3
                                                                                                                             19
 (d)  Aggregated information/Aggregated volume Price               n/a single transaction
 (e)  Date of the transaction                                       2024-04-10
 (f)  Place of the transaction                                     London Stock Exchange (XLON)

 

 

 1.   Details of the person discharging managerial responsibilities /person closely
      associated with them (PCA)
 (a)  Name                                                         Peter Mühlmann
 2.   Reason for the notification
 (a)  Position/status                                              Non-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                                                         Trustpilot Group plc

 (b)  LEI                                                          2138002ILUNMGNPSGG46
 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 GBP 0.01 each

      Identification Code                                          GB00BNK9TP58
 (b)  Nature of the transaction                                    Vesting of award granted in 2021 under The Trustpilot Group plc Long Term
                                                                   Incentive Plan. Following vesting, there is a requirement to retain the vested
                                                                   shares for a period of two additional years during which the PDMR is not
                                                                   entitled to sell the shares or otherwise deal with them, other than a sale to
                                                                   cover the tax and fee liabilities arising on vesting.
 (c)  Price(s) and volume(s)                                       Price(s)                                                  Volume(s)
                                                                   GBP nil                                                   92,891
 (d)  Aggregated information/Aggregated volume Price               n/a single transaction
 (e)  Date of the transaction                                       2024-04-10
 (f)  Place of the transaction                                     Outside a trading venue
 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 GBP 0.01 each

      Identification Code

                                                                   GB00BNK9TP58
 (b)  Nature of the transaction                                    Sale of shares to cover the applicable tax and fees arising on the vesting of
                                                                   an award made in 2021 under the Trustpilot Group plc Long Term Incentive Plan
 (c)  Price(s) and volume(s)                                       Price(s)                     Volume(s)
      GBP 1.919829 each                                                                                                      49
                                                                                                                             7
 (d)  Aggregated information/Aggregated volume Price               n/a single transaction
 (e)  Date of the transaction                                       2024-04-10
 (f)  Place of the transaction                                     London Stock Exchange (XLON)

 

 

 

Enquiries:

 Trustpilot:             Louise Bryant, Head of Investor Relations

                          +44 20 4534 5222

 Headland Consultancy:   Stephen Malthouse

                         Charlie Pepper

                         +44 (0)73 1136 9861

 

 

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