REG - Tyman PLC - Director/PDMR Shareholding

TymanAnnouncement

24/04/2024 17:15

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RNS Number : 9199L  Tyman PLC  24 April 2024

TYMAN PLC

("Tyman" or the "Company" or the "Group")

 

DIRECTOR/PDMR SHAREHOLDINGS

 

Tyman plc announces that it has been notified of the following transactions in
the Company's ordinary 5p shares ("Shares") undertaken by the Executive
Directors and PDMRs, Rutger Helbing, CEO and Jason Ashton, CFO.

 

LONG TERM INCENTIVE PLAN (THE "LTIP")

Following the end of a closed period, the following awards over Shares were
awarded under the Company's LTIP, in the form of nil cost options (the "2024
LTIP Awards"):

 Name            Shares awarded(1)
 Rutger Helbing  314,575
 Jason Ashton    214,959

(1) Number of shares calculated by reference to the 5-day average closing
price prior to the date that shares were awarded (5 trading days ended 13(th)
March 2024) of £2.861.

 

Vesting conditions in respect of the 2024 LTIP Awards

 

The vesting of the 2024 LTIP Awards is subject to the satisfaction of
performance conditions set by the Remuneration Committee of the Company, as
disclosed in the 2023 Annual Report and Accounts, published on 28 March 2024.
2024 LTIP Awards have a three-year vesting period. 2024 LTIP Awards are
normally subject to continued employment.  2024 LTIP Awards granted to the
Executive Directors that vest shall be subject to a compulsory holding period
of five years from the "Award Date" of 14 March 2024.

 

Impact of the recommended offer for the Company

On 22 April 2024, the boards of Quanex Building Products Corporation
("Quanex") and Tyman announced (the "2.7 Announcement") that they reached
agreement on the terms of a recommended cash and share offer, pursuant to
which Quanex will acquire the entire issued and to be issued ordinary share
capital of Tyman (the "Transaction"). In this section, all capitalised terms
used shall have the same meaning as in the 2.7 Announcement and the
Cooperation Agreement for the Scheme, as agreed between Tyman and Quanex,
unless expressly defined otherwise.

Pursuant to the terms agreed by Quanex and Tyman, the 2024 LTIP Awards were
granted subject to additional terms that: (i) notwithstanding rules 12.1 and
12.2 of the LTIP rules, the 2024 LTIP Awards will not vest early on the Court
Sanction Date; and (ii) the 2024 LTIP Awards will automatically lapse on the
Effective Date if the Effective Date occurs prior to the Normal Vesting Date
(as defined in the LTIP rules and to occur in March 2027) of such 2024 LTIP
Awards.

On the lapsing of the 2024 LTIP Awards, due to the additional terms referred
to in the paragraph above, and the occurrence of the Effective Date, Quanex
agreed that, as soon as reasonably practicable after the Effective Date,
Quanex shall grant to all individuals who:

(a)      are Tyman Employees immediately prior to the Effective Date and
who have not        given or received notice of termination of
employment prior to that time; and

(b)      held outstanding 2024 LTIP Awards immediately prior to the
Effective Date,

 

(each a "Replacement Award Participant") an award under the Quanex Omnibus
Incentive Plan (the "Replacement Awards").  The Replacement Awards will be
granted pursuant to those terms set out in the Cooperation Agreement which can
be found here:
https://www.tymanplc.com/investor-relations/recommended-offer-for-tyman-by-quanex.

 

Timetable and Awards Outstanding

 

The details of the Awards are set out below:

 1    Details of the persons discharging managerial responsibilities / person

    closely associated

 a)   Names                                                        i.          RUTGER HELBING

                                                                   ii.         JASON ASHTON

 2    Reason for the notification: AWARD OF OPTIONS

 a)   Position/status                                              i.          CHIEF EXECUTIVE OFFICER

                                                                   ii.         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                                                         TYMAN PLC

 b)   LEI                                                          213800AAFUV5PKGQU848

 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 5P EACH

      Identification code                                          ISIN NUMBER:GB00B29H4253

 b)   Nature of the transaction                                    NIL COST OPTIONS GRANTED SUBJECT TO PERFORMANCE CONDITIONS UNDER TYMAN PLC

                                                                 LONG TERM INCENTIVE PLAN

 c)   Prices (s) and volume(s)                                                                Price                      Volume
      i.                                                                                      Nil                        314,575
      ii.                                                                                     Nil                        214,959
 d)   Aggregated information

      - Aggregated volume                                          - 529,534

      - Price                                                      - Nil

 e)   Date of the transaction                                      14 March 2024

 f)   Place of the transaction                                     OUTSIDE OF TRADING VENUE

 

This disclosure is made in accordance with Article 19 of EU Market Abuse
Regulation No. 596/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018.

 

 

 

24 April 2024

 Enquiries:
 Tyman plc                                           020 7976 8000
 Peter Ho - General Counsel & Company Secretary      www.tymanplc.com

 

 

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