Last checked at 11 Dec 2018 12:00
11 December 2018
Avon Rubber p.l.c. ("the Company")
Directors' and PDMRs' Interest in Shares
As disclosed in the 2018 annual report, awards representing 100% of the maximum possible award under the Avon Rubber p.l.c. Performance Share Plan 2010, were granted to Executive Directors, persons discharging managerial responsibilities ('PDMRs') and other employees (together 'Participants') on 1 December 2015 ('the 2015 Awards').
The Awards were made subject to performance conditions based on the Company's Total Shareholder Return ('TSR') and Earnings Per Share ('EPS'), to be measured over a 3 year performance period which commenced on 1 October 2015 and ended on 30 September 2018. The start and end point of the Company's TSR performance by reference to the comparator group was measured over the 5 days following the announcement of the Company's annual results for the year ended 30 September 2015 and the year ended 30 September 2018. The Company's EPS performance was measured by reference to the EPS in the 2015 and 2018 year end results.
The Remuneration Committee confirmed on 29 November 2018 that 84% of the 2015 Awards would vest.
The Company received valid exercise notices from the Participants in respect of the 2015 Awards. As a result, on 5 December 2018, Paul McDonald, Miles Ingrey-Counter and Craig Sage, pursuant to the terms of the relevant joint ownership awards, sold their vested interests over all jointly owned shares in the market and exercised their nil cost options to acquire whole shares in the Company. Some of these shares were then sold to meet tax and National Insurance liabilities associated with the vesting of the 2015 Awards and for personal reasons. Leon Klapwijk and James Wilcox acquired whole shares pursuant to their 2015 Awards and sold a number of shares to meet tax and National Insurance/US social security liabilities.
The table below sets out the total number of shares over which the 2015 Awards were made to Executive Directors and PDMRs and total disposals:
| Total Vested Award* | Whole shares acquired under nil cost option | Whole shares disposed |
Executive Director | |||
Paul McDonald | 9,178 | 8,688 | 5,603 |
PDMRs | |||
Miles Ingrey-Counter | 8,558 | 8,101 | 8,101 |
Craig Sage | 3,466 | 3,281 | 2,412 |
Leon Klapwijk | 5,140 | 5,140 | 2,416 |
James Wilcox | 3,884 | 3,884 | 1,290 |
*84% of the total number of the 2015 Awards. Paul McDonald, Miles Ingrey-Counter and Craig Sage held an interest in the number of shares shown in the above table which was sold, on 5 December 2018, following the vesting of the 2015 Awards. The proceeds due to the executives on sale of the jointly owned shares were determined by the 2015 Joint Ownership Agreements as £0.56 per share.
The following notification is intended to satisfy the Company's obligations under Article 19 of the Market Abuse Regulation.
Notification and public disclosure of transactions by PDMRs:
1. Disposal of interests in jointly owned shares pursuant to the vesting of 2015 Awards made under the Avon Rubber p.l.c. Performance Share Plan 2010
1 | Details of person discharging managerial responsibilities/person closely associated | |||||
a) | Name | 1) Paul McDonald 2) Miles Ingrey-Counter 3) Craig Sage | ||||
2 | Reason for the notification | |||||
a) | Position / status | 1) Chief Executive Officer 2) Company Secretary 3) Divisional Head - Dairy | ||||
b) | Initial notification / amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Avon Rubber p.l.c. | ||||
b) | LEI | 213800JM1AN62REBWA71 | ||||
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 and ISIN Code | Ordinary £1 shares in Avon Rubber p.l.c.
GB0000667013 | ||||
b) | Nature of the transaction | Disposal of interests in jointly owned shares pursuant to the vesting of 2015 Awards made under the Avon Rubber p.l.c. Performance Share Plan 2010 | ||||
c) | Price(s) and volume(s)
|
*of which £0.56 per jointly owned share was payable to the PDMRs. | ||||
d) | Aggregated Information 1) - Aggregated volume - Aggregated price - Aggregated total 2) - Aggregated volume - Aggregated price - Aggregated total 3) - Aggregated volume - Aggregated price - Aggregated total
|
9,178 GBP 12.725 GBP 116,790.05
8,558 GBP 12.725 GBP 108,900.55
3,466 GBP 12.725 GBP 44,104.85
| ||||
e) | Date of the transactions | All occurred on 2018-12-05
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f) | Place of the transaction | London Stock Exchange (XLON)
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2. Acquisition of shares pursuant to the vesting of 2015 Awards made under the Avon Rubber p.l.c. Performance Share Plan 2010
1 | Details of person discharging managerial responsibilities/person closely associated | |||||
a) | Name | 1) Paul McDonald 2) Miles Ingrey-Counter 3) Craig Sage 4) Leon Klapwijk 5) James Wilcox | ||||
2 | Reason for the notification | |||||
a) | Position / status | 1) Chief Executive Officer 2) Company Secretary 3) Divisional Head - Dairy 4) Divisional Head - Protection 5) Divisional Head - Military | ||||
b) | Initial notification / amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Avon Rubber p.l.c. | ||||
b) | LEI | 213800JM1AN62REBWA71 | ||||
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 and ISIN Code | Ordinary £1 shares in Avon Rubber p.l.c.
GB0000667013 | ||||
b) | Nature of the transaction | Shares acquired on the exercise of nil cost options and conditional awards pursuant to the vesting of 2015 Awards made under the Avon Rubber p.l.c. Performance Share Plan 2010 | ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated Information 1) - Aggregated volume - Aggregated price - Aggregated total 2) - Aggregated volume - Aggregated price - Aggregated total 3) - Aggregated volume - Aggregated price - Aggregated total 4) - Aggregated volume - Aggregated price - Aggregated total 5) - Aggregated volume - Aggregated price - Aggregated total
|
8,688 GBP nil GBP nil
8,101 GBP nil GBP nil
3,281 GBP nil GBP nil
5,140 GBP nil GBP nil
3,884 GBP nil GBP nil | ||||
e) | Date of the transactions | All occurred on 2018-12-05
| ||||
f) | Place of the transaction | London Stock Exchange (XLON)
| ||||
3. Disposal of shares resulting from the exercise of nil cost options pursuant to the vesting of 2015 Awards made under the Avon Rubber p.l.c. Performance Share Plan 2010
1 | Details of person discharging managerial responsibilities/person closely associated | |||||
a) | Name | 1) Paul McDonald 2) Miles Ingrey-Counter 3) Craig Sage 4) Leon Klapwijk 5) James Wilcox | ||||
2 | Reason for the notification | |||||
a) | Position / status | 1) Chief Executive Officer 2) Company Secretary 3) Divisional Head - Dairy 4) Divisional Head - Protection 5) Divisional Head - Military | ||||
b) | Initial notification / amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Avon Rubber p.l.c. | ||||
b) | LEI | 213800JM1AN62REBWA71 | ||||
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 and ISIN Code | Ordinary £1 shares in Avon Rubber p.l.c.
GB0000667013 | ||||
b) | Nature of the transaction | Disposal of shares resulting from the exercise of nil cost options pursuant to the vesting of 2015 Awards made under the Avon Rubber p.l.c. Performance Share Plan 2010 to pay tax, National Insurance/US social security and in some cases for personal reasons | ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated Information 1) - Aggregated volume - Aggregated price - Aggregated total 2) - Aggregated volume - Aggregated price - Aggregated total 3) - Aggregated volume - Aggregated price - Aggregated total 4) - Aggregated volume - Aggregated price - Aggregated total 5) - Aggregated volume - Aggregated price - Aggregated total
|
5,603 GBP 12.725 GBP 71,298.17
8,101 GBP 12.725 GBP 103,085.22
2,412 GBP 12.725 GBP 30,692.70
2,416 GBP 12.725 GBP 30,743.60
1,290 GBP 12.725 GBP 16,415.25 | ||||
e) | Date of the transactions | All occurred on 2018-12-05
| ||||
f) | Place of the transaction | London Stock Exchange (XLON)
| ||||
The Company also announces a supplemental conditional award over 7,465 shares granted under the 2010 Performance Share Plan ('PSP Award') to James Wilcox, who became a person discharging managerial responsibility (PDMR) in April 2018.
The PSP Award is subject to performance criteria and the performance period applicable is 1 October 2017 to 30 September 2020.
The number of shares placed under award and the start price against which the Total Shareholder Return performance target will be measured over the 3 year performance period is the average price of the Company's shares over the 5 days following announcement of the Company's annual results for the year ended 30 September 2017, which was £11.32. The awards are also subject to an earnings per share performance target. Full details of the PSP scheme are disclosed in the Company's Remuneration Report.
1 | Details of person discharging managerial responsibilities/person closely associated | |||||
b) | Name | James Wilcox | ||||
2 | Reason for the notification | |||||
c) | Position / status | Divisional Head - Military | ||||
d) | Initial notification / amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
c) | Name | Avon Rubber p.l.c. | ||||
d) | LEI | 213800JM1AN62REBWA71 | ||||
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 | |||||
g) | Description of the financial instrument and ISIN Code | Ordinary £1 shares in Avon Rubber p.l.c.
GB0000667013 | ||||
h) | Nature of the transaction | Grant of conditional right to acquire shares subject to performance criteria, measured over a three year performance period, under the Company's Performance Share Plan. | ||||
i) | Price(s) and volume(s)
|
| ||||
j) | Aggregated Information 1) - Aggregated volume - Aggregated price - Aggregated total
|
7,465 shares NIL NIL
| ||||
k) | Date of the transactions | 2018-12-11
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l) | Place of the transaction | Outside a trading venue
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LEI: 213800JM1AN62REBWA71Classification: Transactions by PDMRs under article 19 of the Market Abuse Regulation.
Contact Information:
Avon Rubber p.l.c.
Miles Ingrey-Counter, Company Secretary
| 01225 896850
|