Last checked at 13 Apr 2022 13:42
Bakkavor Group PLC
Transaction by PDMRS
13 April 2022
Bakkavor Group plc
(the "Company" or "Bakkavor")
NOTIFICATION DEALING WITH GRANT OF AWARDS TO PDMRS
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
LTIP Awards
On 13 April 2022 the following awards over ordinary shares of 2 pence in Bakkavor Group plc were granted under the Bakkavor Group plc Long Term Incentive Plan to the following persons discharging managerial responsibilities:
PDMR | No. of shares under Award | Type of Award |
Michael Edwards | 680,889 | Performance Share Award |
Ben Waldron | 559,228 | Performance Share Award |
Donna-Maria Lee | 154,254 | Performance Share Award |
Donna-Maria Lee | 77,127 | Restricted Share Award |
Pete Laport | 101,818 | Performance Share Award |
Pete Laport | 50,909 | Restricted Share Award |
The awards noted above are structured as nil cost options and the awards granted to Mr Laport are structured as conditional awards.
The awards will ordinarily become exercisable (or vest as relevant) on the third anniversary of grant subject to the grantee's continued service and, in the case of the Performance Share Awards, only to the extent to which adjusted earnings per share ("EPS") and total shareholder return ("TSR") performance conditions set for the award are satisfied that each apply with equal weighting.
The EPS targets set for the Performance Share Awards require EPS for the 2024 financial year to be at least
12.0 pence, for which one-quarter of the EPS element may vest, rising on a straight-line basis to full vesting of the EPS element for EPS for the 2024 financial year of 13.8 pence or more.
The TSR targets set for the Performance Share Awards measure the Company's TSR performance over three financial years (ending with the 2024 financial year) relative to that of a bespoke group of comparator companies. One quarter of the TSR element may vest for median relative TSR performance, rising on a straight-line basis to full vesting of the TSR element for upper quartile or better relative TSR performance.
The awards granted to Mr Edwards and Mr Waldron include a two-year post-vesting holding period requirement in respect of which vested shares (net of tax) acquired under the awards must be retained until at least the second anniversary of the vesting of the awards.
Deferred Bonus Awards
On 13 April 2022 the following awards over ordinary shares of 2 pence in Bakkavor Group plc were granted under the Bakkavor Group plc Deferred Annual Bonus Plan to the following persons discharging managerial responsibilities:
PDMR | No. of shares (or notional shares) under Award | Type of Award |
Agust Gudmundsson | 141,184 | Cash Conditional Award |
Michael Edwards | 138,055 | Nil cost Option |
Ben Waldron | 106,175 | Nil cost Option |
The awards will ordinarily become exercisable (or vest as relevant) on the third anniversary of grant subject to the grantee's continued service.
To the extent the Cash Conditional Award vests, a cash payment will be made equal to the value of the notional shares at such time.
To the extent the Nil cost Options vest and are exercised, ordinary shares will be acquired.
Notifications
Details of the full notifications received by the Company are set out below.
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Michael Edwards |
2 | Reason for Notification | |
a) | Position/status | UK Chief Operating Officer |
b) | Initial notification/Amendment | Initial Announcement |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Bakkavor Group plc |
b) | LEI | 213800COL7AD54YU9949 |
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99 |
b) | Nature of the transaction | 1. Grant of a nil cost option award under the Bakkavor Group plc Long Term Incentive Plan. A Performance Share Award which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. A two year (net of tax) post vesting holding requirement applies to the award.
2. Grant of a nil cost option award under the Bakkavor Group plc Deferred Annual Bonus Plan. The award will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable |
|
| may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. | |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
Nil | 680,889 Performance Share Award under LTIP | ||||
Nil | 138,055 Nil cost option under DABP | ||||
d) | Aggregated information
- Aggregated volume - Price |
818,944 Nil | |||
e) | Date of the transaction | 13 April 2022 | |||
f) | Place of the transaction | Outside a trading venue | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Ben Waldron | |||
2 | Reason for Notification | ||||
a) | Position/status | Chief Financial Officer | |||
b) | Initial notification/Amendment | Initial Announcement | |||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | Bakkavor Group plc | |||
b) | LEI | 213800COL7AD54YU9949 | |||
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99 | |||
b) | Nature of the transaction | 1. Grant of a nil cost option award under the Bakkavor Group plc Long Term Incentive Plan. A Performance Share Award which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return conditions are met. A two year (net of tax) post vesting holding requirement applies to the award.
2. Grant of a nil cost option award under the Bakkavor Group plc Deferred Annual Bonus Plan. The award will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. | |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
Nil | 559,228 Performance Share Award under LTIP | ||||
Nil | 106,175 Nil cost option under DABP | ||||
d) | Aggregated information
- Aggregated volume - Price |
665,403 Nil |
e) | Date of the transaction | 13 April 2022 |
f) | Place of the transaction | Outside a trading venue` |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Donna-Maria Lee | |||
2 | Reason for Notification | ||||
a) | Position/status | Chief People Officer | |||
b) | Initial notification/Amendment | Initial Announcement | |||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | Bakkavor Group plc | |||
b) | LEI | 213800COL7AD54YU9949 | |||
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99 | |||
b) | Nature of the transaction | Grant of nil cost option awards under the Bakkavor Group plc Long Term Incentive Plan. One award is a Performance Share Award and the other a Restricted Share Award both of which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. No performance conditions apply to the Restricted Share Award. | |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
Nil
Nil | 154,254 Performance Share Award under LTIP
77,127 Restricted Share Award under LTIP | ||||
d) | Aggregated information
- Aggregated volume - Price |
231,381 Nil | |||
e) | Date of the transaction | 13 April 2022 | |||
f) | Place of the transaction | Outside a trading venue | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Pete Laport | |||
2 | Reason for Notification | ||||
a) | Position/status | President and Chief Executive Officer of Bakkavor USA | |||
b) | Initial notification/Amendment | Initial Announcement | |||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | Bakkavor Group plc | |||
b) | LEI | 213800COL7AD54YU9949 | |||
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99 | |||
b) | Nature of the transaction | Grant of conditional share awards under the Bakkavor Group plc Long Term Incentive Plan. One award is a Performance Share Award and the other a Restricted Share Award both of which will ordinarily vest three years from the date of grant, subject to continued service. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. No performance conditions apply to the Restricted Share Award. | |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
Nil
Nil | 101,818 Performance Share Award under LTIP
50,909 Restricted Share Award under LTIP | ||||
d) | Aggregated information
- Aggregated volume - Price |
152,727 Nil | |||
e) | Date of the transaction | 13 April 2022 | |||
f) | Place of the transaction | Outside a trading venue | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Agust Gudmundsson |
2 | Reason for Notification | |
a) | Position/status | Chief Executive Officer |
b) | Initial notification/Amendment | Initial Announcement |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Bakkavor Group plc |
b) | LEI | 213800COL7AD54YU9949 |
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 2 pence each in Bakkavor Group plc
GB00BF8J3Z99 |
b) | Nature of the transaction | Grant of a cash conditional award over notional shares under the Bakkavor Group plc Deferred Annual Bonus Plan. The award will ordinarily vest three years from the date of grant, subject to continued service.
To the extent the Cash Conditional Award vests a cash payment will be made equal to the value of the notional shares at such time. | |||
c) | Price(s) and volume(s) |
| Price(s) | Volume(s) |
|
Nil | 141,184 under DABP | ||||
d) | Aggregated information
- Aggregated volume - Price |
141,184 Nil | |||
e) | Date of the transaction | 13 April 2022 | |||
f) | Place of the transaction | Outside a trading venue | |||
-Ends-
ENQUIRIES |
|
Company Secretarial: Annabel Tagoe-Bannerman, Group General Counsel and Company Secretary |
+44 (0) 20 7908 6130 |
Institutional investors and analysts: |
|
Emily Daw, Head of Investor Relations | +44 (0) 20 7908 6114 |
ABOUT BAKKAVOR
Bakkavor is the leading provider of fresh prepared food ("FPF") in the UK, with a growing international presence in the US and China. The Group is the number one by market share in the UK in the four FPF product categories of meals, salads, desserts and pizza & bread, providing high-quality, fresh, healthy and convenient food. Its customers include every major UK grocery retailer, including Tesco, Marks & Spencer, Sainsbury's and Waitrose, and some of the world's best-known food brands. Bakkavor was founded in 1986 and has its headquarters in London. The Group has c.19,000 employees and operates 23 factories in the UK, 5 in the US and 9 in China.
LEI number: 213800COL7AD54YU9949