Last checked at 24 Feb 2017 12:00
Anglo American plc (the 'Company')
Registered office: 20 Carlton House Terrace, London SW1Y 5AN
Registered number: 3564138 (incorporated in England and Wales)
Notification of transactions by a PDMR
The Company received notification on 24 February 2017 of the following transactions in its Ordinary Shares:
Conditional awards of Shares detailed below were made to Stephen Pearce at nil cost on 24 February 2017, on the terms of the Company's Long Term Incentive Plan ('LTIP'). Mr Pearce commenced employment with the Anglo American Group, and as a member of its Group Management Committee, on 30 January 2017. He will be appointed as Finance Director and join the Board of Directors on 24 April 2017. In connection with Mr Pearce agreeing to become a Director of the Company, it was agreed that certain buyout awards ('Buyout Awards') would be made to him as compensation for incentives forfeited from his previous employer, Fortescue Metals Group ('Fortescue'), as set out in the announcement of Mr Pearce's appointment on 23 September 2016. The Buyout Awards have been approved by the Company's Remuneration Committee ('Remuneration Committee').
The share based Buyout Awards will vest subject to the satisfaction of performance conditions as explained below and, as required by the Company's Remuneration Policy, the vesting periods reflect those of the original awards granted by Fortescue.
Share based Buyout Award | Number of Shares | Vesting date/end of performance period | Holding period |
First Buyout Award | 80,773 | June 2017* | No |
Second Buyout Award | 203,692 | June 2018 | No |
Third Buyout Award | 97,770 | March 2019 | Subject to a further holding period of two years starting on vesting date |
*Shares will be released following the publication of the relevant Fortescue financial results
The Buyout Awards will vest on the dates stated above, subject to the following performance conditions.
· The First Buyout Award will vest to the same extent that the original Fortescue award, granted to Mr Pearce in December 2014, would have vested. This will be determined by the Remuneration Committee following publication of the relevant Fortescue financial statements.
· The Second Buyout Award will vest depending on the Company's Total Shareholder Return (TSR) achievement from 1 January 2017 to 30 June 2018, as follows:
o as to 50% of the Shares, 25% will vest if the Company's TSR is equal to the median TSR of the constituents of the FTSE 100, with 100% vesting if the Company's TSR is equal to or above the 80th percentile of the constituents of the FTSE 100; and
o as to the remaining 50% of the Shares, 25% will vest if the Company's TSR is equal to that of the Euromoney Global Mining Index, with 100% vesting if the Company's TSR exceeds that of the Euromoney Global Mining Index by 6% pa or more.
· The Third Buyout Award will vest subject to the ROCE- and TSR-based conditions applicable to the awards granted to Executive Directors and other PDMRs under the LTIP in March 2016, details of which can be found in the Company's 2015 annual report and accounts. In line with the terms of such awards, any Shares vesting pursuant to the Third Buyout Award will be subject to a holding period of two years from vesting.
In addition to the share based Buyout Awards, which represent more than 90% of the total, a cash Buyout Award of GBP300,000 is due to be made to Mr Pearce in September 2017, also as compensation for incentives forfeited from Fortescue, subject to the Remuneration Committee's assessment of Mr Pearce's performance to that date.
In accordance with Article 19 of the EU Market Abuse Regulation, the relevant FCA notification is set out below.
1. | Details of PDMR / person closely associated (PCA) | |||||||||
a) | Name | Stephen Pearce | ||||||||
2. | Reason for the notification | |||||||||
a) | Position / status | Finance Director Designate (PDMR) | ||||||||
b) | Initial notification / amendment | Initial notification | ||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
a) | Full name of the entity | Anglo American plc | ||||||||
b) | LEI | 549300S9XF92D1X8ME43 | ||||||||
4. | Details of the transaction(s) | |||||||||
a) | Description of the financial instrument
Identification Code | Anglo American plc Ordinary Shares of USD0.54945 each
GB00B1XZS820 | ||||||||
b) | Nature of the transaction | Conditional awards of Shares on the terms of the Anglo American plc Long Term Incentive Plan, in compensation for incentives forfeited from Mr Pearce's previous employer, Fortescue Metals Group, subject to performance conditions determined by the Company's Remuneration Committee | ||||||||
c) | Currency | GBP - British Pound | ||||||||
d) | Price(s) and volume(s) |
| ||||||||
e) | Aggregated information
Aggregated volume
Price |
382,235
GBP0.00 | ||||||||
f) | Date of the transaction | 2017-02-24 | ||||||||
g) | Place of the transaction | London Stock Exchange - XLON | ||||||||
John Mills
Group Company Secretary
24 February 2017