Last checked at 4 Oct 2021 14:56
Brooks Macdonald Group PLC
(the "Company")
Director/PDMR Shareholding
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") in accordance with the Market Abuse Regulations.
On 30 September 2021, the Company granted pursuant to the 2018 Brooks Macdonald Long Term Incentive Plan (the "Plan") conditional awards (the "Executive Director LTIP Awards") over the ordinary shares of 1 pence each in the Company (the "Shares") to the following PDMRs:
PDMR | Number of Shares Over Which Awards are Granted |
Andrew Shepherd | 33,086 |
Ben Thorpe | 28,950 |
Lynsey Cross | 11,994 |
The Plan has been established to retain and incentivise the Executive Directors in order to deliver our ambitious growth aims and to closely align the interests of executives with those of shareholders.
Vesting of Awards
Awards will only vest upon achieving significantly challenging targets over the three-year vesting period. The target metrics will be based 90% on underlying, diluted Earnings Per Share (EPS), and 10% based on a basket of ESG based metrics.
Further the Executive Director LTIP Awards are also subject to continued employment and malus and clawback provisions.
Holding period
The Executive Director LTIP Awards shall be subject to a compulsory, holding period of a further two years from the date of vesting.
Timetable
The Executive Director LTIP Awards are expected to vest on 30 September 2024, following the announcement of the Group's results for the year ended 30 June 2024 and the holding requirement is expected to lapse on 30 September 2026.
On 30 September 2021, the Company granted pursuant to the 2018 Brooks Macdonald Long Term Incentive Plan (the "Plan") conditional awards (the "LTIP Awards") over the ordinary shares of 1 pence each in the Company (the "Shares") to the following PDMR:
PDMR | Number of Shares Over Which Awards are Granted |
Robin Eggar | 1,655 |
The Plan has been established to retain and incentivise key executives in order to deliver sustainable growth and in addition to align further the interests of those executives with those of shareholders.
Vesting of Awards
The LTIP Awards will vest in full subject to both the following performance conditions being met:
i) the maintenance of a satisfactory risk, compliance, governance and internal control environment; and
ii) a Remuneration Committee assessment that the value being delivered on vesting is commensurate with the underlying financial performance of the Company over the three-year vesting period.
Further the LTIP Awards are also subject to continued employment and malus and clawback provisions.
Holding period
The LTIP Awards shall be subject to a compulsory, holding period of a further two years from the date of vesting.
Timetable
The LTIP Awards are expected to vest on 30 September 2023, following the announcement of the Group's results for the year ended 30 June 2023 and the holding requirement is expected to lapse on 30 September 2025.
On 30 September 2021, the Company granted pursuant to the 2018 Brooks Macdonald Long Term Incentive Plan (the "Plan") nil price options (the "DBP Awards") over the ordinary shares of 1 pence each in the Company (the "Shares") to the following PDMRs under the Company's Deferred Bonus Plan:
PDMR | Number of Shares Over Which Awards are Granted |
Andrew Shepherd | 4,247 |
Ben Thorpe | 5,476 |
Lynsey Cross | 3,971 |
Robin Eggar | 3,033 |
Richard Hughes | 2,758 |
The DBP Awards vest in three equal tranches on 30 September 2022, 30 September 2023 and 30 September 2024. There are no performance conditions or holding periods associated with the DBP Awards.
As at today's date, these Awards together represent 0.59% of the total voting rights of the Company.
ANNEX
The notification below, made in accordance with the EU Market Abuse Regulation, provides further details:
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Andrew Shepherd |
2. | Reason for the notification | |
(a) | Position/status | CEO |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1 pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of a conditional award over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 33,086 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Ben Thorpe |
2. | Reason for the notification | |
(a) | Position/status | Chief Financial Officer |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of a conditional award over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 28,950 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Lynsey Cross |
2. | Reason for the notification | |
(a) | Position/status | Chief Operating Officer |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of a conditional award over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 11,994 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Robin Eggar |
2. | Reason for the notification | |
(a) | Position/status | Managing Director, Head of UK Investment Management |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of a conditional award over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 1,655 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Andrew Shepherd |
2. | Reason for the notification | |
(a) | Position/status | CEO |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 4,247 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Ben Thorpe |
2. | Reason for the notification | |
(a) | Position/status | Chief Financial Officer |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 5,476 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Lynsey Cross |
2. | Reason for the notification | |
(a) | Position/status | Chief Operating Officer |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 3,971 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Robin Eggar |
2. | Reason for the notification | |
(a) | Position/status | Managing Director, Head of UK Investment Management |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 3,033 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
(a) | Name | Richard Hughes |
2. | Reason for the notification | |
(a) | Position/status | CEO International |
(b) | Initial notification /Amendment | Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
(a) | Name | Brooks Macdonald Group plc |
(b) | LEI | 213800WRDF8LB8MIEX37 |
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 1pence each
BRK ISIN GB00B067N833 |
(b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
(c) | Price(s) and volume(s) | Volume granted: 2,758 Exercise Price(s): Nil |
(d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
Date of the transaction | 30 September 2021 | |
Place of the transaction | Outside of a main market | |
Enquiries:
Brooks Macdonald Group PLC | |
Andrew Shepherd, CEO | +44 (0)20 7659 3492 |
Ben Thorpe, Chief Financial Officer | +44 (0)20 7659 3492 |
Peel Hunt LLP | |
Rishi Shah / John Welch | +44 (0)20 7418 8900 |
LEI: 213800WRDF8LB8MIEX37