REG-XP Power Ltd: Grant of LTIP and RSU awards
23/04/2020 07:05
23 April 2020
XP Power Limited (“XP” or the “Company”)
Grant of Long Term Incentive Plan (LTIP) and Restricted Share Units (RSU)
awards
The Company announces that following its Annual General Meeting held on 21
April 2020 that on 22 April 2020, certain Directors of the Company were
awarded a nominal priced option, 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 “RSU’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 RSU’s granted
Duncan Penny 14,563 1,820
Gavin Griggs 10,453 1,307
Andy Sng 3,236 405
TOTAL 28,252 3,532
The vesting of the LTIP’s is conditional on meeting performance conditions
measured over a three-year period as described below. LTIP awards are subject
to a two year holding period post vesting.
The RSU award is not subject to performance conditions and will vest five
years after the date of grant.
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 2020, 2021 and 2022 (the “Performance Condition Period”) as shown
in the following table:
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 523.4p No vesting
523.4p 25% of total LTIP award
586.0p 100% of total LTIP award
Achievement of the EPS Target between 523.4p and 586.0p will result in the
LTIP awards vesting on a straight-line basis and any entitlement to a fraction
of an Ordinary Share shall be rounded down.
2. 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 2019 was £31.00 and on 3 March 2020, the date of the publication of
the final results for 2019, the share price was £32.50. The closing share
price on 21 April 2020, which was used to calculate the number of LTIP and
Restricted Share awards, was £30.90.
The LTIP contains 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 Duncan Penny Gavin Griggs Andy Sng
2. Reason for the notification
(a) Position/status Duncan Penny – Chief Executive Gavin Griggs – Chief Financial 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 Duncan Penny 14,563 Gavin Griggs 10,453 Andy Sng 3,236
(e) Aggregated information - Aggregated volume - Price Duncan Penny 14,563 Gavin Griggs 10,453 Andy Sng 3,236 TOTAL 28,252 Exercisable at nominal price of 1 pence per Ordinary Share
(f) Date of the transaction 22 April 2020
(g) Place of the transaction n/a
1. Details of the person discharging managerial responsibilities/person closely associated
(a) Name Duncan Penny Gavin Griggs Andy Sng
2. Reason for the notification
(a) Position/status Duncan Penny – Chief Executive Gavin Griggs – Chief Financial 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 Duncan Penny 1,820 Gavin Griggs 1,307 Andy Sng 405
(e) Aggregated information - Aggregated volume - Price Duncan Penny 1,820 Gavin Griggs 1,307 Andy Sng 405 TOTAL 3,532 Exercisable at nominal price of 1 pence per Ordinary Share
(f) Date of the transaction 22 April 2020
(g) Place of the transaction n/a
-Ends-
Enquiries:
XP Power
Duncan Penny, Chief Executive Officer +44 (0)118 984 5515
Gavin Griggs, Chief Financial Officer +44 (0)118 984 5515
Citigate Dewe Rogerson +44 (0)20
7638 9571
Kevin Smith/Jos Bieneman/Sam Stibbs
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