1 May 2020 12:25
RNS Number : 6873L
TClarke PLC
01 May 2020
TClarke plc("the Company")
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
The Company announces that on 1st May 2020, the following Executive Directors of the Company were granted nil cost conditional share awards over ordinary shares of 10p each in Company ("Shares") pursuant to the TClarke plc Equity Incentive Plan ("the Plan") as follows:
Executive Director: | Number of conditional shares awarded: |
Mark Lawrence | 439,601 |
Mike Crowder | 375,000 |
Trevor Mitchell | 327,075 |
No consideration was paid for the grant of the conditional share awards. The conditional share awards will normally vest on 1st May 2023, being the third anniversary of the date of grant, and will be subject to continued employment with the Company.
50% of the award will be subject to satisfaction of the earnings per share performance condition as set out below:
Annual growth in EPS above RPI* | Proportion of award vesting |
Less than 3% | Nil |
3% | 25% |
Between 3% and 10% | Between 25% and 100% on a straight-line basis |
Above 10% | 100% |
*Base point from which performance is measured is based on average underlying EPS for the three years ended 31st December 2019.
50% of the award will be made on the basis of actions taken by the Executive Directors to enable TClarke to increase retained reserves for the year ended 31 December 2020 (excluding any impact from Pension Deficit Movements). In addition, TClarke must continue to trade within its normal banking facilities for the year without breaching any covenants. Achievement of this performance condition will be assessed by the Remuneration Committee in March 2021. For the shares to vest the Company must not breach any banking covenants for the remainder of the three year performance period.
Formal notifications in respect of the conditional share awards to the Executive Directors are below; 1 | Details of the person discharging managerial responsibilities / person closely associated | a) | Name | Mark Lawrence | 2 | Reason for the notification | a) | Position/status | Group Chief Executive Officer and Executive Director (PDMR). | b) | Initial notification/Amendment | Initial notification | 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | a) | Name | TClarke plc | b) | LEI | 213800OIP8MU517BK123 | 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 10 pence each GB0002015021 | b) | Nature of the transaction | Grant of a conditional share award under the Equity Incentive Plan | c) | Price(s) and volume(s) | Price(s) | Volume(s) | Nil | 439,601 |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) | e) | Date of the transaction | 2020-05-01 | f) | Place of the transaction | Outside a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | a) | Name | Mike Crowder | 2 | Reason for the notification | a) | Position/status | Group Managing Director and Executive Director (PDMR). | b) | Initial notification/Amendment | Initial notification | 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | a) | Name | TClarke plc | b) | LEI | 213800OIP8MU517BK123 | 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 10 pence each GB0002015021 | b) | Nature of the transaction | Grant of a conditional share award under the Equity Incentive Plan | c) | Price(s) and volume(s) | Price(s) | Volume(s) | Nil | 375,000 |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) | e) | Date of the transaction | 2020-05-01 | f) | Place of the transaction | Outside a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | a) | Name | Trevor Mitchell | 2 | Reason for the notification | a) | Position/status | Group Finance Director and Executive Director (PDMR). | b) | Initial notification/Amendment | Initial notification | 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | a) | Name | TClarke plc | b) | LEI | 213800OIP8MU517BK123 | 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 10 pence each GB0002015021 | b) | Nature of the transaction | Grant of a conditional share award under the Equity Incentive Plan | c) | Price(s) and volume(s) | Price(s) | Volume(s) | Nil | 327,075 |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) | e) | Date of the transaction | 2020-05-01 | f) | Place of the transaction | Outside a trading venue |
For further information contact: TClarke plc Mark Lawrence - Group Chief Executive Trevor Mitchell - Finance Director David Lanchester - Company Secretary Tel: 020 7997 7400 www.tclarke.co.uk Cenkos Securities plc (Corporate Broker) Max Hartley (Corporate Finance) Nick Searle (Sales) Tel: 020 7397 8900 www.cenkos.com RMS Partners Simon Courtenay Tel: 020 3735 6551 |
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1st May 2020
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