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 27th March 2024, 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 2021 Long-term Incentive Plan ("the Plan") as follows:
Executive Director: | Number of conditional shares awarded: |
Mark Lawrence | 383,478 |
Mike Crowder | 326,877 |
Trevor Mitchell | 287,668 |
No consideration was paid for the grant of the conditional share awards. The conditional share awards will normally vest on 27th March 2027, 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 CPI* | 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 EPS for the three years ended 31st December 2023. Earnings per share calculated by profit before tax divided by weighted average of number of shares in issue during the financial year.
50% of the award is being made to incentivise the achievement of the Company's 3 year ambitious organic growth plan, achievement of which would substantially enhance earnings per share. This element of the award will be subject to satisfaction of the Total Shareholder Return (TSR) performance condition as set out below:
TSR* | Proportion of award vesting |
Less than 35% | Nil |
35% | 25% |
Between 35% and 50% | Between 25% and 100% on a straight-line basis |
Above 50% | 100% |
* Base point share price 150p. The share price at maturity is the 3-month average to 31 December 2026. 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 Long-term Incentive Plan | c) | Price(s) and volume(s) | Price(s) | Volume(s) | Nil | 383,478 |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) | e) | Date of the transaction | 2024-03-27 | 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 Long-term Incentive Plan | c) | Price(s) and volume(s) | Price(s) | Volume(s) | Nil | 326,877 |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) | e) | Date of the transaction | 2024-03-27 | 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 Long-term Incentive Plan | c) | Price(s) and volume(s) | Price(s) | Volume(s) | Nil | 287,668 |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) | e) | Date of the transaction | 2024-03-27 | f) | Place of the transaction | Outside a trading venue |
For further information contact: TClarke plc Mark Lawrence Group Chief Executive Trevor Mitchell Finance Director Tel: 020 7997 7400 www.tclarke.co.uk Cavendish Capital Markets Limited (Corporate Broker) Ben Jeynes (Corporate Finance) Tel: 020 7397 8900 www.cenkos.com RMS Partners Simon Courtenay Tel: 020 3735 551 27 March 2024 |
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