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28 Jul 2023 10:58
28 July 2023
NOTIFICATION OF GRANT OF SHARE AWARDS
Currys plc (the "Company")
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") and persons closely associated with them in accordance with the Market Abuse Regulations.
Awards under the Currys plc Long Term Incentive Plan 2016
On 28 July 2023, the following awards (the "Awards") over ordinary shares of 0.1 pence in the Company ("Ordinary Shares") were granted under the Currys plc Long Term Incentive Plan 2016 ("LTIP"):
Name of Director / PDMR | Base Salary for Award (£) | Award Reference Value (£) | No. of Ordinary Shares under Award | Vesting Date | Exercise Price |
Alex Baldock | 906,400 | 1,926,100 | 3,642,742 | 28 July 2026 | Nil |
Bruce Marsh | 487,400 | 1,035,725 | 1,958,817 | 28 July 2026 | Nil |
Due to current market volatility, the share price used to determine the number of shares making up each Award (each a nil cost option) was calculated using the average mid-market price at the close of business since the announcement of the Company results on 6 July 2023 to the business day prior to grant, being 27 July 2023 (£0.52875). This is consistent with the approach used last year.
The number of Ordinary Shares stated above is the maximum number that could vest to each PDMR upon full satisfaction of the performance conditions attaching to the Awards.
The Awards will ordinarily vest and become exercisable on 28 July 2026 (the "Vesting Date"), subject to each PDMR's continued service with the Company and the extent to which the performance conditions applicable to the Awards are achieved. In the case of the awards granted to Alex Baldock and Bruce Marsh, any Ordinary Shares which vest will be subject to an additional two-year holding period (on a net of tax basis) from the Vesting Date.
Taking into account the feedback received from shareholders that EPS is a key measure for them, the Remuneration Committee has decided to introduce this as an element alongside existing free cash flow and relative TSR. The Committee took the opportunity to review the vesting schedules and decided to make these all consistent the existing TSR metric, with 25% of the relevant portion of the award vesting for a Threshold level of performance and straight line vesting up to 100% for a Stretch level of performance. In considering the calibration of targets, the Committee considered both internal business expectations and external analyst forecasts and is comfortable that these represent an appropriate degree of stretch and value creation for shareholders.
The performance conditions applicable to the Awards are set out as follows:
1) 30% Relative Total Shareholder Return ("TSR")
30% of the Award is subject to the achievement of a relative TSR performance condition, measured against the companies ranked in the FTSE 250 at the start of the performance period. The starting point for measurement will be 30 April 2023 and the closing point will be the final day of the 2025/2026 Financial Year, with one month averaging periods up to the beginning and end of the performance period. 25% of this portion of the Award will vest for achievement of median TSR versus the comparator group, with maximum vesting at upper quartile or above and straight-line vesting between these two points.
2) 40% Cumulative Free Cash Flow
40% of the Award is subject to the achievement of a performance condition measuring the Company's cumulative free cash flow over the three-year period starting on 30 April 2023 and ending on the final day of the 2025/2026 Financial Year. 25% of this portion of the Awards will vest if cumulative free cash flow over the three-year period is £226m, rising to 100% of this portion of the Award vesting if cumulative free cash flow over the three-year period is £306m or higher, and straight-line vesting between these points.
3) 30% Cumulative EPS
30% of the Award is subject to the achievement of a performance condition measuring the Company's cumulative adjusted basic EPS over the three-year period starting on 30 April 2023 and ending on the final day of the 2025/2026 Financial Year. 25% of this portion of the Award will vest if cumulative adjusted basic EPS over the three-year period is 24.4p, rising to 100% of this portion of the Award vesting if cumulative adjusted basic EPS over the three-year period is 33.0p or higher, and straight-line vesting between these points.
Calculation of the number of Shares subject to the Awards
The Remuneration Committee is mindful of aligning with shareholder experience in the context of recent market volatility and the number of shares that would be awarded as a result of the current lower share price. The Committee has therefore decided to apply a 15% scale back to the normal award level, resulting in awards to the Executive Directors of 212.5% of salary compared to the normal award level of 250% awarded in 2022. The Committee will also consider the formulaic outcome at the time of vesting to ensure that this is aligned with the holistic performance achieved and the broader stakeholder experience. The Committee may use discretion to adjust the outcome downwards if appropriate in the specific circumstances.
This announcement is made in accordance with the requirements of Market Abuse Regulation Article 19.
As at the date of this announcement, the Company has 1,133,494,651 Ordinary Shares in issue.
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 | Alex Baldock | ||||
2 | Reason for Notification | |||||
a) | Position/status | Group Chief Executive | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Currys plc | ||||
b) | LEI | 2138001E12GWLLDQQF16 | ||||
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
| Ordinary Shares of 0.1 pence each in Currys plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Currys plc Long Term Incentive Plan. The award will ordinarily become exercisable three years from the date of grant, subject to the grantee's continued service and the extent to which the performance conditions applicable to the award have been met, and then may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 28 July 2023 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Bruce Marsh | ||||
2 | Reason for Notification | |||||
a) | Position/status | Group 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 | Currys plc | ||||
b) | LEI | 2138001E12GWLLDQQF16 | ||||
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
| Ordinary Shares of 0.1 pence each in Currys plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Currys plc Long Term Incentive Plan. The award will ordinarily become exercisable three years from the date of grant, subject to the grantee's continued service and the extent to which the performance conditions applicable to the award have been met, and then may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 28 July 2023 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
Enquiries:
Sarah Thomas Deputy Company Secretary +44 (0)7401 373 188
Dan Homan Head of Investor Relations +44 (0)7401 400 442
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