26 Jul 2019 14:02
NOTIFICATION DEALING WITH GRANT OF AWARDS UNDER THE PLAN
Dixons Carphone plc (the "Company")
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
Awards under the Dixons Carphone plc Long Term Incentive Plan 2016
On 25 July 2019, the following awards over ordinary shares of 0.1 pence in the Company ("Ordinary Shares") were granted under the Dixons Carphone plc Long Term Incentive Plan 2016:
Name of Director / PDMR | Base Salary for Award (£) | Award Reference Value (£) | No. of Ordinary Shares under Award | Vesting Date | Exercise Price |
Alex Baldock | 850,000 | 2,125,000 | 1,737,530 | 25 July 2022 | Nil |
Jonny Mason | 470,000 | 1,175,000 | 960,752 | 25 July 2022 | Nil |
The share price for the Awards (each a nil cost option) was calculated using the mid-market price on the day prior to grant, being 24 July 2019.
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 25 July 2022 (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 Jonny Mason, 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.
The performance conditions applicable to the Award are two equally weighted performance measures:
1) Relative Total Shareholder Return ("TSR")
One half of each Award is subject to the achievement of a relative TSR performance condition, measured against a bespoke comparator group comprised of 22 European Special Lines Retailers and other comparable companies. The starting point for measurement will be 28 April 2019 and the closing point will be 1 May 2022 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) Cumulative Free Cash Flow
The other half 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 28 April 2019 and ending on 1 May 2022. 10% of this portion of the Award will vest if cumulative free cash flow over the three-year period is £500m, rising to 25% of this portion of the Award vesting if cumulative free cash flow over the three-year period is £586m, and with maximum vesting if cumulative free cash flow over the three-year period is £674m or higher, and straight-line vesting between these points.
Awards under the Dixons Carphone 2018/19 Deferred Share Bonus Plan
As previously noted in the Company's directors' remuneration report for the 2018/19 financial year, in recognition of their commitment to the Company, Alex Baldock and Jonny Mason have each volunteered to defer 100% of their 2018/19 bonus payment into a deferred share award.
Accordingly, on 25 July 2019 the following awards over Ordinary Shares were granted under the Dixons Carphone 2018/19 Deferred Share Bonus Plan:
Name of Director / PDMR | Award Reference Value (£) | No. of Ordinary Shares under Award | Vesting Date | Exercise Price |
Alex Baldock | £619,438 | 506,490 | 25 July 2021 | Nil |
Jonny Mason | £243,981 | 199,494 | 25 July 2021 | Nil |
Each award (a nil cost option) will ordinarily vest and become exercisable on the second anniversary of grant.
The share price used to calculate the numbers of shares was using the mid-market price on the day prior to grant, being 24 July 2019.
As at the date of this announcement, the Company has 1,162,360,001 Ordinary Shares in issue.
Details of the full notifications received by the Company are set out below.
This announcement is made in accordance with the requirements of Market Abuse Regulation Article 19.
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 | 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 of 0.1 pence each in Dixons Carphone plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Dixons Carphone 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 | 25 July 2019 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
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 Dixons Carphone plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Dixons Carphone 2018/19 Deferred Share Bonus Plan. The award will ordinarily become exercisable two years from the date of grant 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 | 25 July 2019 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Jonny Mason | ||||
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 | 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 of 0.1 pence each in Dixons Carphone plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Dixons Carphone 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 | 25 July 2019 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
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 Dixons Carphone plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Dixons Carphone 2018/19 Deferred Share Bonus Plan. The award will ordinarily become exercisable two years from the date of grant 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 | 25 July 2019 | ||||
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