REG - Wynnstay Group PLC - Award of Options and ESOP Trust Transactions
02/02/2024 07:00
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RNS Number : 7856B Wynnstay Group PLC 02 February 2024
AIM: WYN
WYNNSTAY GROUP PLC
("Wynnstay" or "the Company")
Award of Options and ESOP Trust Transactions
Wynnstay, the agricultural and specialist merchanting group, announces the
award of options ("Options") on 1 February 2024 over ordinary shares of 25p
each in the Company ("Ordinary Shares"), approved under the terms of the
established Wynnstay Performance Share Plan (the "Plan").
The Options offer the recipients the entitlement to acquire a maximum number
of Ordinary Shares ("Award Shares") on or after 31 October 2026 at nil cost,
subject to the Company achieving the following minimum reported performance
criteria:
1. 75% of the Award Shares will vest if the Company's Earnings Per Share ("EPS")
grows at an annual rate exceeding the rate of growth of the Retail Price Index
("RPI") plus 8%. Where this growth is not met, provided EPS grows at an annual
rate of at least RPI plus 1%, 30% of the Award Shares tested under the EPS
target will vest. Between these criteria, the Award Shares will vest on a
straight-line basis.
2. 25% of the Award Shares will vest if the Company's Return on Capital Employed
("ROCE") is 12.6% for the financial year ending 31 October 2026. Where this
target is not met, provided a minimum ROCE employed of 10% is met, the Award
Shares will vest between these two criteria on a straight-line basis.
The total number of Award Shares over which Options have been granted amounts
to 285,036 including 146,210 granted to Persons Discharging Managerial
responsibility (PDMR), as follows:
Maximum number of Award Shares
Name Title
Gareth Davies Chief Executive Officer 86,426
Rob Thomas Group Finance Director 49,352
Claire Williams Company Secretary 10,432
The Remuneration Committee has responsibility for determining the award of
Options and the performance targets under the Plan.
ESOP Trust Transactions
On 1 February 2024, the Company's ESOP Trust issued 6,974 and 3,664 Ordinary
Shares to Gareth Davies, CEO and Claire Williams, Company Secretary,
respectively in relation to the Plan.
Following these transactions, Gareth Davies, Chief Executive Officer, has a
total beneficial interest in 57,117 Ordinary Shares, representing 0.25% of the
issued share capital of the Company, and Claire Williams, Company Secretary,
has a total beneficial interest in 6,922 Ordinary Shares, representing 0.03%
of the issued share capital of the Company.
In addition on 1 February 2024, the Company's ESOP Trust issued a further
20,532 Ordinary Shares for nil consideration to certain employees, who were
recipients of the 2020 PSP
Following these transactions, the Company's ESOP Trust has a total interest in
95,852 Ordinary Shares, representing 0.42% of the issued share capital of the
Company.
Following these transactions and for the purposes of the Financial Conduct
Authority's Disclosure and Transparency Rules, the total number of Ordinary
Shares in issue will be 22,980,232 with each share carrying the right to one
vote. There are no shares held in treasury. Therefore, the total number of
voting rights in the Company at Admission will be 22,980,232.
The above figure may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the Disclosure and Transparency Rules.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Gareth Wynn Davies
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 Wynnstay Group plc
b) LEI 213800TOLA726AITR960
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 25 pence each in the Company
Identification code GB0034212331
b) Nature of the transaction Award of Options under the Company's Performance Share Plan
Price(s) Volume(s)
c) Price(s) and volume(s)
Nil 86,426 Ordinary Shares
d) Aggregated information
- Aggregated volume
N/A (single transactions)
- Price
e) Date of the transactions 01/02/2024
f) Place of the transaction Outside of a trading venue.
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transactions)
e)
Date of the transactions
01/02/2024
f)
Place of the transaction
Outside of a trading venue.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Rob Thomas
2 Reason for the notification
a) Position/status Group Finance Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Wynnstay Group plc
b) LEI 213800TOLA726AITR960
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 25 pence each in the Company
Identification code GB0034212331
b) Nature of the transaction Award of Options under the Company's Performance Share Plan
Price(s) Volume(s)
c) Price(s) and volume(s)
Nil 49,352 Ordinary Shares
d) Aggregated information
- Aggregated volume
N/A (single transactions)
- Price
e) Date of the transactions 01/02/2024
f) Place of the transaction Outside of a trading venue.
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transactions)
e)
Date of the transactions
01/02/2024
f)
Place of the transaction
Outside of a trading venue.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Claire Alexander Williams
2 Reason for the notification
a) Position/status Company Secretary
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Wynnstay Group plc
b) LEI 213800TOLA726AITR960
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 25 pence each in the Company
Identification code GB0034212331
b) Nature of the transaction Award of Options under the Company's Performance Share Plan
Price(s) Volume(s)
c) Price(s) and volume(s)
Nil 10,432 Ordinary Shares
d) Aggregated information
- Aggregated volume
N/A (single transactions)
- Price
e) Date of the transactions 01/02/2024
f) Place of the transaction Outside of a trading venue.
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transactions)
e)
Date of the transactions
01/02/2024
f)
Place of the transaction
Outside of a trading venue.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Gareth Wynn Davies
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 Wynnstay Group plc
b) LEI 213800TOLA726AITR960
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 25 pence each in the Company
Identification code GB0034212331
b) Nature of the transaction (1) Exercise of Options to receive Ordinary Shares
Price(s) Volume(s)
c) Price(s) and volume(s)
0pence per share 6,974 Ordinary Shares
d) Aggregated information
- Aggregated volume
N/A (single transactions)
- Price
e) Date of the transactions 01/02/2024
f) Place of the transaction (1) Outside of a trading venue.
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transactions)
e)
Date of the transactions
01/02/2024
f)
Place of the transaction
(1) Outside of a trading venue.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Claire Alexander Williams
2 Reason for the notification
a) Position/status Company Secretary
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Wynnstay Group plc
b) LEI 213800TOLA726AITR960
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 25 pence each in the Company
Identification code GB0034212331
b) Nature of the transaction (1) Exercise of Options to receive Ordinary Shares
Price(s) Volume(s)
c) Price(s) and volume(s)
0pence per share 3,664 Ordinary Shares
d) Aggregated information
- Aggregated volume
N/A (single transactions)
- Price
e) Date of the transactions 01/02/2024
f) Place of the transactions (1) Outside of a trading venue.
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transactions)
e)
Date of the transactions
01/02/2024
f)
Place of the transactions
(1) Outside of a trading venue.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Wynnstay ESOP Trust (the "ESOP")
2 Reason for the notification
a) Position/status Gareth Davies and Rob Thomas, both directors of the Company, are trustees of
the ESOP
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Wynnstay Group plc
b) LEI 213800TOLA726AITR960
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 25 pence each in the Company
Identification code GB0034212331
b) Nature of the transaction (1) Fulfilment of PSP options for Ordinary Shares
Price(s) Volume(s)
c) Price(s) and volume(s)
0pence per share 44,918 Ordinary Shares
d) Aggregated information
- Aggregated volume
N/A single transactions
- Price
e) Date of the transactions (1) 01/02/2024
(2)
f) Place of the transactions (1) Outside of a trading venue.
d)
Aggregated information
- Aggregated volume
- Price
N/A single transactions
e)
Date of the transactions
(1) 01/02/2024
(2)
f)
Place of the transactions
(1) Outside of a trading venue.
Enquiries:
Wynnstay Group plc Gareth Davies, Chief Executive T: 1691 827 142
Rob Thomas, Group Finance Director
KTZ Communications Katie Tzouliadis / Robert Morton T: 020 3178 6378
Shore Capital (Nomad and Broker) Stephane Auton / Tom Knibbs / T: 020 7408 4090
Rachel Goldstein (Corporate Advisory)
Henry Willcocks (Corporate Broking)
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