REG-XP Power Ltd: Grant of RSP and LTIP awards
20/03/2023 14:15
20 March 2023
XP Power Limited
(“XP Power” or “the Company”)
Grant of Restricted Share Plan and Long Term Incentive Plan awards
The Company announces that on 17 March 2023, Executive Directors of the
Company, Gavin Griggs and Andy Sng, were awarded nominal priced options over
ordinary shares of 1 pence each in the Company (“Ordinary Shares”), under
the XP Power Limited Restricted Share Plan 2020 (the “RSPs”) and the XP
Power Limited Long Term Incentive Plan 2017 (the “LTIPs”). The RSPs are
subject to a five year vesting period, with no performance conditions
attached. The vesting of the LTIPs, after five years, is conditional on
meeting performance conditions measured over a three-year period (FY23, FY24
and FY25), which are as follows:
Earnings per Share (“EPS”) – 67% of the 2023 LTIP award
This element vests on the achievement of cumulative adjusted EPS targets for
the three financial years ending 31 December 2023, 2024 and 2025:
Vesting Cumulative adjusted EPS achieved over the Performance Period
100% 602 pence or above
50% 541 pence
0% 480 pence or below
The vesting percentage for performance outcomes between these
points will be calculated on a straight-line basis
The Remuneration Committee sets the EPS performance range at the start of each
cycle, having due regard to multiple relevant reference points for performance
over the three-year period to ensure that targets are stretching, but
motivational. These include: the Company’s strategic plan, market
expectations, the trading environment and the consensus of analysts’
forecasts.
Having considered these reference points in the round, the Remuneration
Committee has decided to extend the EPS performance range for the 2023 LTIP,
and lower the payout at threshold from 25% to 0% of maximum. The revised
performance range is considered to represent an appropriate degree of stretch
for the award opportunities granted, in particular the 50% vesting level
(equivalent to c.6% p.a. growth over the performance period) and full vesting
requirement (equivalent to c.12% p.a. growth). Against the revised vesting
schedule, the cumulative EPS performance required to deliver 25% vesting
(previously the threshold outcome) is equivalent to EPS growth over the period
of c.3% p.a.
Total Shareholder Return (“TSR”) – 33% of the 2023 LTIP award
This element vests on the Company’s relative TSR performance measured
against the constituents of the FTSE250 index (excluding investment trusts)
over the period of three financial years ending 31 December 2025:
Vesting Company TSR over the Performance Period relative to the FTSE250 (xIT)
100% 80 (th)percentile or above
25% Median (50 (th)percentile)
0% Below median
The vesting percentage for performance outcomes between median
and 80(th) percentile will be calculated on a straight-line basis
The five-day average of the closing mid-market quotation prior to the date of
grant used to calculate the number of options granted under the LTIP and RSP,
was £21.48.
All awards were made in accordance with the approved Directors’ Remuneration
Policy.
The notification below, made in accordance with the requirements of Article 19
of the EU Market Abuse Regulations, as it forms part of domestic law by virtue
of The European Union (Withdrawal) Act 2018, gives further details.
1 Details of the person discharging managerial responsibilities
a) Name Gavin Griggs
2 Reason for the notification
a) Position/status Chief Executive 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 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, type of instrument Identification code Ordinary shares of £0.01 each (“Ordinary Shares”) SG9999003735
b) Nature of the transaction 1) Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of
the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the
option. On exercise, the option price of £0.01 per share is payable.
2) Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential
vesting of the award after five years, is subject to the achievement of earnings per share and total shareholder return targets
measured over a three year period. There is no price payable on the grant or vesting of the option. On exercise, the option
price of £0.01 per share is payable.
c) Price(s) and volume(s)
Price(s) Volume(s)
1) Nil 3,317
2) Nil 26,536
d) Aggregated information - Aggregated volume - Price 29,853 Nil
e) Date of the transaction 17 March 2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities
a) Name Andy Sng
2 Reason for the notification
a) Position/status Executive Vice President, Asia and 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 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, type of instrument Identification code Ordinary shares of £0.01 each (“Ordinary Shares”) SG9999003735
b) Nature of the transaction 1) Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of
the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the
option. On exercise, the option price of £0.01 per share is payable.
2) Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential
vesting of the award after five years, is subject to the achievement of earnings per share and total shareholder return targets
measured over a three year period. There is no price payable on the grant or vesting of the option. On exercise, the option
price of £0.01 per share is payable.
c) Price(s) and volume(s)
Price(s) Volume(s)
1) Nil 1,369
2) Nil 6,845
d) Aggregated information - Aggregated volume - Price 8,214 Nil
e) Date of the transaction 17 March 2023
f) Place of the transaction Outside a trading venue
Enquiries:
XP Power
Gavin Griggs, Chief Executive
Officer +44 (0)118 976 5155
Citigate Dewe Rogerson
Kevin Smith/Lucy Gibbs
+44 (0)207 638
9571
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