Last checked at 2 Oct 2020 13:37
2 October 2020
Ascential plc ("the Company")
Grant of LTIP awards
On 1 October 2020, the Company's Executive Directors were granted conditional awards over ordinary shares under the Executive Deferred Annual Bonus Plan ("DABP") and the Performance Share Plan ("PSP") as noted below.
The Remuneration Committee suspended its plans to award shares to the Executive Directors under the Company's PSP and DABP plans, normally granted in March 2020, in response to the uncertainty presented by Covid-19 and the consequent challenges with establishing appropriate performance conditions for the PSP award. In light of the continuing challenges with forecasting earnings over a three-year period, the Remuneration Committee has concluded that the most appropriate performance criteria for this grant is 100% relative total shareholder return (measured against the constituents of the FTSE 250 Index excluding Investment Trusts) with performance to be measured over the three year period running from the date of grant. This is intended to ensure alignment with shareholders during a period of continued uncertainty. The relative total shareholder return performance condition will also be subject to a financial underpin that will require the Remuneration Committee to consider the vesting outcome to be appropriate in light of the underlying financial performance of the Company over the three-year period. If this is not the case, the Remuneration Committee will retain the ability to reduce vesting.
The share price used to calculate the number of shares under award is the average of the closing Ascential share price for the five business days immediately preceding 1 October 2020 which is £2.89. This share price is above the five business day average to 27 March 2020 of £2.32 which would have been the grant date but for the delay in this year's awards. The delay in awarding the shares has therefore resulted in a lower number of shares being granted than would otherwise have been the case.
In accordance with the Directors' Remuneration Policy approved at the 2020 AGM, Executive Directors can opt to defer up to 100% of their annual bonus into deferred shares (there is mandatory deferral over 50%). Duncan Painter has elected to defer 100% of the annual bonus payable to him in respect of 2019 performance into shares. 50% of the annual bonus payable to Mandy Gradden has been deferred into shares. Subject to the terms of the DABP, the awards will ordinarily vest on the third anniversary of the grant of the awards subject to the grantee's continued service.
The following grants have therefore been made:
Executive Director | Number of shares awarded under the DABP | Number of shares awarded under the PSP |
Duncan Painter | 61,409 | 381,626 |
Mandy Gradden | 20,709 | 225,229 |
The PSP awards will vest subject to the following performance criteria:
Target | Weighting | Threshold (25%) | Stretch (100%) | Measurement period |
Relative TSR vs FTSE 250 excluding Investment Trusts | 100% | Median | Upper Quartile | Average Return Index of the Company and each member of the constituent group during the three-month period ending on 1 October 2020 compared to the Average Return Index during the three-month period to 1 October 2023. |
Vesting between threshold and maximum will be measured on a straight line basis. Shares normally vest on the third anniversary of the grant, subject to a further two-year holding period whereby the Executive Directors will be restricted from selling the net-of-tax shares which vest.
Contacts
Louise Meads, Company Secretary
+44 (0) 207 516 5042
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Names
| Duncan Painter Mandy Gradden
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Director | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Ascential plc | |||
b)
| LEI
| 213800VDXQDA7KD2IQ21 | |||
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 1p
| |||
Identification code | BYM8GJ0 | ||||
b)
| Nature of the transaction
| Grant of conditional awards under the Executive Deferred Annual Bonus Plan ("DABP") and the Performance Share Plan ("PSP") | |||
c)
| Price(s) and volume(s) | ||||
Duncan Painter: | |||||
Price(s) | Volume(s) | ||||
Nil | 443,035 | ||||
Mandy Gradden: | |||||
Price(s) | Volume(s) | ||||
Nil | 245,938 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | Duncan Painter - 443,035 Mandy Gradden - 245,938
| ||||
- Price | Nil | ||||
e)
| Date of the transaction
| 1 October 2020 | |||
f)
| Place of the transaction
| London | |||