Last checked at 4 Oct 2019 07:30
4 October 2019
ConvaTec Group Plc("ConvaTec" or "the Company")Director/PDMR Shareholding
The Company announces the following Director interests in ordinary shares of 10 pence each in the share capital of the Company ("Shares").
Date of grant | Number of Shares Granted | Vest date |
30.09.2019 | 1,869,646 | 30.09.2019 |
30.09.2019 | 1,094,972 | 30.09.2020 |
30.09.2019 | 1,072,626 | 30.09.2021 |
30.09.2019 | 310,609 | 30.09.2022 |
On 30 September 2019, Karim Bitar, the Company's Chief Executive Officer, was granted Shares under the Company's Long Term Incentive Plan ("LTIP"). These share awards comprise (i) compensation for the loss of incentive awards that would have been due from Genus Plc, as announced on 25 March 2019, and (ii) a pro rata annual LTIP 2019 conditional award. All shares have been awarded in line with the Company's Remuneration Policy, which is set out in full in the latest Annual Report.
The following awards have been granted without any performance conditions (i) an award of 1,869,646 Shares granted on 30 September 2019, which vested on the same day (ii) an award of 1,094,972 Shares which will vest on 30 September 2020.
The following conditional awards ("Conditional Awards") have been granted using the 2019 LTIP performance conditions (i) an award of 1,072,626 Shares which will vest on 30 September 2021 (ii) an award of 310,609 Shares which will vest on 30 September 2022. The latter Conditional Award, being the prorated annual LTIP 2019 award referred to above, is also subject to a further two-year holding period.
The stated number of Shares under the Conditional Awards are the maximum available if the performance conditions for the relevant performance periods are fully satisfied. The Conditional Awards are granted subject to a time vesting period as detailed above, performance conditions based on a combination of: relative total shareholder return; earnings per share; and return on invested capital, all over the relevant periods and equally weighted, along with continued employment. Details of the 2019 LTIP targets were disclosed in the Company's half year results published on 1 August 2019.
The number of shares to be awarded with respect to the loss of incentive awards from Genus Plc was determined as at the date of the service agreement entered into with Mr Bitar on 24 March 2019. The number of shares to be awarded with respect to the annual LTIP 2019 award was determined by the average closing price of the Company's Shares for the three consecutive business days, up to and including 27 September 2019. The total number of shares awarded on 30 September 2019 was 4,347,853, of which 4,037,244 were awarded with respect to the loss of incentive awards from Genus Plc.
Also on 30 September Mr Bitar sold a total of 664,582 Shares which was equivalent to part of the income tax liability with respect to the awards which vested on 30 September 2019. A balancing sale to cover the remainder of such liability shall be made and notified separately.
The attached notification, made in accordance with the requirements of the EU Market Abuse Regulation, gives further detail.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
Table A - LTIP Share grant vested on 30 September 2019 | |||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Karim Bitar | |
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 | ConvaTec Group Plc | |
b) | LEI | 213800LS272L4FIDOH92 | |
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 10p each in ConvaTec Group Plc GB00BD3VFW73 | |
b) | Nature of the transaction | Grant of Shares under the ConvaTec Group Plc Long Term Incentive Plan, with immediate vesting. | |
c) | Price(s) and volume(s) | Price(s) N/A
| Volume(s) 1,869,646 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 2019-09-30 | |
f) | Place of the transaction | Outside a trading venue | |
Table B - 2019 LTIP Share grant vesting on 30 September 2020 | |||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Karim Bitar | |
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 | ConvaTec Group Plc | |
b) | LEI | 213800LS272L4FIDOH92 | |
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 10p each in ConvaTec Group Plc GB00BD3VFW73 | |
b) | Nature of the transaction | Grant of conditional share award under the ConvaTec Group Plc Long Term Incentive Plan, subject to time vesting period of one year, along with continued employment. | |
c) | Price(s) and volume(s) | Price(s) N/A | Volume(s) 1,094,972 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 2019-09-30 | |
f) | Place of the transaction | Outside a trading venue | |
Table C - 2019 LTIP Share grant vesting on 30 September 2021 | |||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Karim Bitar | |
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 | ConvaTec Group Plc | |
b) | LEI | 213800LS272L4FIDOH92 | |
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 10p each in ConvaTec Group Plc GB00BD3VFW73 | |
b) | Nature of the transaction | Grant of conditional share award under the ConvaTec Group Plc Long Term Incentive Plan, subject to (i) time vesting period of two years (ii) performance conditions based on a combination of: relative total shareholder return; earnings per share; and return on invested capital, all over the two-year period and equally weighted, along with continued employment. | |
c) | Price(s) and volume(s) | Price(s) N/A | Volume(s) 1,072,626 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 2019-09-30 | |
f) | Place of the transaction | Outside a trading venue | |
Table D - 2019 LTIP Share grant vesting on 30 September 2022 | |||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Karim Bitar | |
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 | ConvaTec Group Plc | |
b) | LEI | 213800LS272L4FIDOH92 | |
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 10p each in ConvaTec Group Plc GB00BD3VFW73 | |
b) | Nature of the transaction | Grant of conditional share award under the ConvaTec Group Plc Long Term Incentive Plan, subject to (i) time vesting period of three years (ii) performance conditions based on a combination of: relative total shareholder return; earnings per share; and return on invested capital, all over the three-year period and equally weighted, along with continued employment. | |
c) | Price(s) and volume(s) | Price(s) N/A
| Volume(s) 310,609 |
d) | Aggregated information - Aggregated volume - Price |
N/A | |
e) | Date of the transaction | 2019-09-30 | |
f) | Place of the transaction | Outside a trading venue | |
Table E - Sale of Shares | |||
Details of the person discharging managerial responsibilities/person closely associated |
| ||
Name | Karim Bitar |
| |
Reason for the notification |
| ||
Position/Status | CEO |
| |
Initial notification/Amendment | Initial notification |
| |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| ||
Name | ConvaTec Group Plc |
| |
LEI | 213800LS272L4FIDOH92 |
| |
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 |
| ||
Description of the financial instrument, type of instrument Identification code | Ordinary shares of 10p each in ConvaTec Group Plc GB00BD3VFW73 |
| |
Nature of the transaction | Sale of shares |
| |
Price(s) and volume(s) | Price(s) £1.74
| Volume(s) 664,582 |
|
Aggregated information - Aggregated volume - Price |
664,582 £1.74 |
| |
Date of the transaction | 2019-09-30 |
| |
Place of the transaction | Outside a trading venue |
| |
Enquiries
Media
Analysts and Investors
John Crosse, VP Investor Relations, ConvaTec +44 (0)7500 141 435
Mark Reynolds, Director Investor Relations, ConvaTec +44 (0)7551 036 625
investorrelations@convatec.com
ConvaTec Group Plc's LEI code is 213800LS272L4FIDOH92
About ConvaTec
ConvaTec is a global medical products and technologies company focused on therapies for the management of chronic conditions, with leading market positions in advanced wound care, ostomy care, continence and critical care, and infusion devices. ConvaTec's products provide a range of clinical and economic benefits including infection prevention, protection of at-risk skin, improved patient outcomes and reduced total cost of care. To learn more about ConvaTec, please visit www.convatecgroup.com where a copy of this announcement can also be found.