14 Aug 2018 11:00
14 August 2018
DIXONS CARPHONE PLC
(the 'Company')
NOTIFICATION OF TRANSACTIONS OF DIRECTOR/PDMR
Awards under The Dixons Carphone plc Long Term Incentive Plan 2016
On 13 August 2018, the Company's new Group Chief Financial Officer, Jonny Mason, was granted pursuant to The Dixons Carphone plc Long Term Incentive Plan 2016 (LTIP) awards as nil cost options over ordinary shares of 0.1 pence in the Company ('Shares'), as follows:
Award type | Base Salary for Award (£) | Percentage of base salary used to calculate award value | Award Value (£) | Number of Shares awarded | Vesting date | Exercise price |
Normal | 470,000 | 275% | 1,292,500 | 734,583 | 13 August 2021 | Nil |
Recruitment | 470,000 | 100% | 470,000 | 267,121 | 13 August 2021 | Nil |
The share price used to calculate the numbers of shares was the mid-market price on the dealing day prior to grant (10 August 2018).
The numbers of Shares awarded are the maximum numbers that could vest upon full satisfaction of the applicable performance condition(s).
The Awards will ordinarily vest on 13 August 2021 ('Vesting Date'), subject to Mr Mason's continued service with the Company and the extent to which the applicable performance condition(s) are achieved. Vested Shares will be subject to a two-year holding period (on a net of tax basis) from the Vesting Date.
The performance conditions applicable to the Awards are as follows (they are described in more detail in the Annual Report and Accounts):
1) Relative Total Shareholder Return ('TSR') performance condition - 50% of the Normal Award and 100% of the Recruitment Award
This ranks the Company's TSR against the TSRs of a comparator group of the companies ranked FTSE 51-150 at the start of the performance period (three financial years commencing with the financial year of grant). TSRs are averaged over one month periods before the beginning and end of the performance period. 25% of this portion of the Award will vest for achievement of median TSR ranking, with maximum vesting at upper quartile ranking or above. Straight-line vesting will apply between these two points.
2) Cumulative Free Cash Flow performance condition - 50% of the Normal Award
This measures the Company's cumulative free cash flow over the same three-year performance period. 10% of this portion of the Award will vest if cumulative free cash flow is £517m, rising to 25% if it is £574m, and with maximum vesting if it is £689m or higher. Straight-line vesting applies between these points.
Buyout Award under Listing Rule 9.4.2(2)
On 13 August 2018, Mr Mason was separately granted a nil cost option ('Buyout Award'), pursuant to the terms of a one-off award agreement as follows:
Award Reference Value (£) | Number of Ordinary Shares under Buyout Award | Exercise Price |
143,286 | 81,435 | Nil |
The share price used to calculate the number of shares was the mid-market price on the day prior to grant (10 August 2018).
The Buyout Award will ordinarily vest on 13 August 2021 ('Vesting Date'), subject to Mr Mason's continued service with the Company and provided that neither party has served notice to terminate Mr Mason's employment. The Buyout Award will then become exercisable in three tranches as follows:
Exercise Period commencing on | Number of Ordinary Shares |
13 August 2021 | 27,145 |
13 August 2022 | 27,145 |
13 August 2023 | 27,145 |
It will normally remain exercisable until the 10th anniversary of its grant date. No performance condition applies.
The Buyout Award was entered into without prior shareholder approval relying on Listing Rule 9.4.2(2) and will be limited to settlement with market purchase Ordinary Shares.
As at the date of this announcement, the Company has 1,160,210,224 Ordinary Shares in issue.
This announcement is made in accordance with the requirements of Market Abuse Regulation Article 19.
For further information:
Julia Foo | Deputy Company Secretary | +44 (0)7841 220 692 |
Assad Malic | IR, PR and Corporate Affairs Director | +44 (0)7414 191 044 |
PDMR DEALING NOTIFICATION | |||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Jonny Mason | |
2 | Reason for the notification | ||
a) | Position / status | Group Chief Financial Officer | |
b) | Initial notification / Amendment | Initial notification | |
3 | Details of issuer | ||
a) | Name | Dixons Carphone 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 in Dixons Carphone plc | |
Identification code | GB00B4Y7R145 | ||
b) | Nature of the transaction | Nil cost option award under The Dixons Carphone plc Long Term Incentive Plan 2016 (vesting of 50% of the shares is based on total shareholder return performance and 50% on cumulative free cash flow performance) | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 734,583 | ||
d) | Aggregated information | Aggregated price | Aggregated volume |
N/A (single transaction) | N/A (single transaction) | ||
e) | Date of the transaction | 2018-08-13 | |
f) | Place of the transaction | Outside a trading venue | |
PDMR DEALING NOTIFICATION | |||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Jonny Mason | |
2 | Reason for the notification | ||
a) | Position / status | Group Chief Financial Officer | |
b) | Initial notification / Amendment | Initial notification | |
3 | Details of issuer | ||
a) | Name | Dixons Carphone 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 in Dixons Carphone plc | |
Identification code | GB00B4Y7R145 | ||
b) | Nature of the transaction | Nil cost option award under The Dixons Carphone plc Long Term Incentive Plan 2016 (vesting is based on total shareholder return performance) | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 267,121 | ||
d) | Aggregated information | Aggregated price | Aggregated volume |
N/A (single transaction) | N/A (single transaction) | ||
e) | Date of the transaction | 2018-08-13 | |
f) | Place of the transaction | Outside a trading venue | |
PDMR DEALING NOTIFICATION | |||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Jonny Mason | |
2 | Reason for the notification | ||
a) | Position / status | Group Chief Financial Officer | |
b) | Initial notification / Amendment | Initial notification | |
3 | Details of issuer | ||
a) | Name | Dixons Carphone 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 in Dixons Carphone plc | |
Identification code | GB00B4Y7R145 | ||
b) | Nature of the transaction | Nil cost option award under a standalone award agreement | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 81,435 | ||
d) | Aggregated information | Aggregated price | Aggregated volume |
N/A (single transaction) | N/A (single transaction) | ||
e) | Date of the transaction | 2018-08-13 | |
f) | Place of the transaction | Outside a trading venue | |
- Ends -