REG-XP Power Ltd: Grant of LTIP and RSP awards
01/04/2021 07:05
1 April 2021
XP Power Limited (“XP” or the “Company”)
Grant of Long Term Incentive Plan (LTIP) and Restricted Share Plan (RSP)
awards
The Company announces that on 31 March 2021, certain Directors of the Company
were awarded a nominal priced option over ordinary shares of 1p each in the
Company ("Ordinary Shares") as detailed below, under the XP Power Limited Long
Term Incentive Plan 2017 (the "LTIP’s") approved by shareholders on 19 April
2017 and restricted shares, under the XP Power Limited Restricted Share Plan
2020 (the “RSP’s”) approved by shareholders on 21 April 2020, over
ordinary shares of 1p each in the Company (“Ordinary Shares”) as detailed
below.
Director Number of Ordinary Shares over which LTIP’s granted Number of Ordinary Shares over which RSP’s granted
Gavin Griggs 9,652 1,206
Andy Sng 1,930 289
TOTAL 11,582 1,495
The vesting of the LTIP’s is conditional on meeting performance conditions
measured over a three-year period as described below.
The RSP award is not subject to performance conditions and will vest three
years after the date of grant. RSP awards are subject to a two year holding
period post vesting.
Performance conditions
1. Adjusted Earnings Per Share Target
Up to 66.7% of the total LTIP awards will vest on the achievement of total
adjusted earnings per share ("EPS") for the three financial years ending 31
December 2021, 2022 and 2023 (the “Performance Condition Period”) as shown
in the following table. The base adjusted EPS figure is 170.9p which is an
average of the adjusted EPS for the financial years 2018, 2019 and 2020.
Total EPS for the three financial years ending 31 Dcember 2020, 2021 and 2022 ("EPS Target") Max. No. of Ordinary Shares vesting subject to the EPS Target
Below 576.7p No vesting
576.7p 25% of total LTIP award
645.9p 100% of total LTIP award
Vesting will be calculated on a straight-line basis between the relevant
measurement points and where calculations provide less than a whole number of
Shares, the number shall be rounded up.
1. Total Shareholder Return (“TSR”) Target
Up to 33.3% of the total Awards will vest dependent upon the performance of
the Company’s TSR measured against that of the FTSE250 over the Performance
Condition Period. 25% of the total LTIP award will vest at median performance
with 100% of the total LTIP award vesting at the 80(th) percentile. Vesting
between these points will be measured on a straight-line basis.
The Remuneration Committee notes that the XP Power closing share price at 31
December 2020 was £46.90 and on 2 March 2021, the date of the publication of
the final results for 2020, the share price was £53.00. The closing share
price on 3 March 2021, which was used to calculate the number of LTIP and
Restricted Share awards, was £51.80.
The LTIP and RSP contain provisions giving the Remuneration Committee the
ability to apply discretion to adjust any formulae and workings to reduce
vesting levels if this is deemed necessary to ensure pay-outs fully and
properly reflect overall performance and shareholder experience and in
response to exceptional negative events. Malus and clawback provisions as set
out in the Company’s Remuneration Policy are also in place to reduce or
recover the awards.
1. Details of the person discharging managerial responsibilities/person closely associated
(a) Name Gavin Griggs Andy Sng
2. Reason for the notification
(a) Position/status Gavin Griggs – Chief Executive Officer Andy Sng – Executive Vice President, Asia
(b) Initial notification/ Amendment Initial notification
3. Details of the issuer
(a) Name XP Power Limited
(b) LEI 213800I7RWQ3FV72EZ26
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 Ordinary Shares of £0.01 each in the Company
(b) Identification code of the Financial Instrument SG9999003735
(c) Nature of the transaction Award of options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the awards are subject to earnings per share and total shareholder return targets.
(d) Price(s) and volume(s) Price(s) Volume(s)
Exercisable at nominal price of 1 pence per Ordinary Share Gavin Griggs 9,652 Andy Sng 1,930
(e) Aggregated information - Aggregated volume - Price Gavin Griggs 9,652 Andy Sng 1,930 TOTAL 11,582 Exercisable at nominal price of 1 pence per Ordinary Share
(f) Date of the transaction 31 March 2021
(g) Place of the transaction n/a
1. Details of the person discharging managerial responsibilities/person closely associated
(a) Name Gavin Griggs Andy Sng
2. Reason for the notification
(a) Position/status Gavin Griggs – Chief Executive Officer Andy Sng – Executive Vice President, Asia
(b) Initial notification/ Amendment Initial notification
3. Details of the issuer
(a) Name XP Power Limited
(b) LEI 213800I7RWQ3FV72EZ26
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 Ordinary Shares of £0.01 each in the Company
(b) Identification code of the Financial Instrument SG9999003735
(c) Nature of the transaction Award of options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020
(d) Price(s) and volume(s) Price(s) Volume(s)
Exercisable at nominal price of 1 pence per Ordinary Share Gavin Griggs 1,206 Andy Sng 289
(e) Aggregated information - Aggregated volume - Price Gavin Griggs 1,206 Andy Sng 289 TOTAL 1,495 Exercisable at nominal price of 1 pence per Ordinary Share
(f) Date of the transaction 31 March 2021
(g) Place of the transaction n/a
-Ends-
Enquiries:
XP Power
Gavin Griggs, Chief Executive Officer +44 (0)118
984 5515
Johan Olivier, Acting Chief Financial Officer +44 (0)118 984
5515
Citigate Dewe Rogerson
+44 (0)20 7638 9571
Kevin Smith/Jos Bieneman
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