4 Apr 2018 12:00
4 April 2018
DIXONS CARPHONE PLC
(the 'Company')
NOTIFICATION OF TRANSACTIONS OF DIRECTOR/PDMR
Award under The Dixons Carphone plc Long Term Incentive Plan 2016 (the 'LTIP')
The Company announces that on 3 April 2018, the Company's new Group Chief Executive, Alex Baldock, was granted a nil cost option ('Award') in respect of 455,641 ordinary shares of 0.1 pence ('Ordinary Shares') in the Company, pursuant to the Dixons Carphone plc Long Term Incentive Plan 2016 (the 'LTIP 2016').
Name of Director / PDMR | Base Salary for Award (£) | Award Reference Value (£) | Number of Ordinary Shares under Award | Exercise Price |
Alex Baldock | 850,000 | 850,000 | 455,641 | Nil |
The number of Ordinary Shares stated above is the maximum number that could vest to Mr Baldock upon full satisfaction of the performance condition attaching to the Award.
The number of Ordinary Shares which will vest after the three-year performance period, from 3 April 2018 to 2 April 2021, will depend on continued service and the extent to which the performance condition applicable to the Award is achieved. The vested Ordinary Shares will be subject to an additional two-year holding period (on a net of tax basis) from 3 April 2021.
The Award's performance condition is a measure of the Company's relative total shareholder return ('TSR') performance (over the same period) measured against a comparator group comprising the companies ranked FTSE 51-150 as at the start of the performance period. The starting point for measurement will be 3 April 2018 and the closing point will be 2 April 2021 with one month averaging periods up to the beginning and end of the performance period. 25% of the Award will performance 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.
Buyout Award under Listing Rule 9.4.2(2)
The Company also announces that on 3 April 2018, Mr Baldock was separately granted a nil cost option ('Buyout Award') over 989,078 Ordinary Shares in the Company, pursuant to the terms of a one-off award agreement entered into between Mr Baldock and the Company.
Name of Director / PDMR | Award Reference Value (£) | Number of Ordinary Shares under Buyout Award | Exercise Price |
Alex Baldock | 1,938,000 | 989,078 | Nil |
The number of Ordinary Shares set under the Buyout Award was calculated by reference to the average closing prices of Ordinary Shares during the week commencing 15 January 2018, being the five business days prior to the announcement of Mr Baldock's appointment.
The Buyout Award will ordinarily vest on 3 April 2021 ('Vesting Date'), subject to Mr Baldock's continued service with the Company and that neither party has served notice to terminate Mr Baldock's employment prior to the Vesting Date. The Buyout Award will then become exercisable in three tranches as follows:
Exercise Period Commencing From | Number of Ordinary Shares |
3 April 2021 | 329,692 |
3 April 2022 | 329,693 |
3 April 2023 | 329,693 |
The Buyout Award was entered into without prior shareholder approval upon reliance of 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 1,158,031,230 Ordinary Shares in issue.
This announcement is made in accordance with the requirements of Market Abuse Regulation Article 19.
For further information:
Nigel Paterson | Company Secretary and General Counsel | +44 (0)203 110 4411 |
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 | Alex Baldock | |
2 | Reason for the notification | ||
a) | Position / status | Group Chief Executive | |
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 | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 455,641 | ||
d) | Aggregated information | Aggregated price | Aggregated volume |
N/A (single transaction) | N/A (single transaction) | ||
e) | Date of the transaction | 2018-04-03 | |
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 | Alex Baldock | |
2 | Reason for the notification | ||
a) | Position / status | Group Chief Executive | |
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 entered into without prior shareholder approval, upon reliance of Listing Rule 9.4.2(2).
The award shall ordinarily vest on 3 April 2021 and 329,692 Ordinary shares become exercisable on the vesting date, 329,693 Ordinary shares become exercisable on 3 April 2022 and 329,693 Ordinary shares become exercisable on 3 April 2023.
The award shall be limited to settlement with market purchase ordinary shares. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 989,078 | ||
d) | Aggregated information | Aggregated price | Aggregated volume |
N/A (single transaction) | N/A (single transaction) | ||
e) | Date of the transaction | 2018-04-03 | |
f) | Place of the transaction | Outside a trading venue | |
- Ends -