Last checked at 1 Sep 2022 12:10
De La Rue plc
Director/PDMR Shareholding
Notification of transactions by persons discharging managerial responsibilities and persons closely associated with them
1 September 2022
De La Rue plc (the "Company") announces that on 31 August 2022 it granted awards under the De La Rue Performance Share Plan 2020 (the "PSP") to Clive Vacher, Rob Harding and Ruth Euling, each of whom is an Executive Director and a Person Discharging Managerial Responsibilities ("PDMR") of the Company. The granting of the awards creates a change in the interests of each of them in the ordinary shares of 44152/175p of the Company ("Shares"). The awards, which are structured as a nil-cost option (each an "Option"), were granted under the rules of the PSP as follows:
Name of Director/PDMR | Role | Number of Shares subject to the Option |
Clive Vacher | CEO | 454,059 |
Rob Harding | CFO | 277,480 |
Ruth Euling | MD, Currency | 252,158 |
The Options were granted on 31 August 2022 (the "Award Date"). The number of Shares contained in each Option was calculated by reference to a price of 84.55 pence, being the average of the closing middle market quotations for the Company's Shares for the five consecutive dealing days including and ending on 30 August 2022. The grant of the Options was deferred from its customary date due to the existence of inside information (which was announced to the market on 26 July 2022) and thereafter to allow the share price (used to determine the strike price as outlined above) to stabilise following that announcement.
Ordinarily, a grant would have been made with a face value equal of 100% of salary, in line with our directors' remuneration policy. As noted in the Directors' Remuneration Report within our 2022 Annual Report, to take into account recent shareholder experience of a fall in the share price and to avoid the potential for windfall gains if the share price recovers over the vesting period, the Remuneration Committee has reduced the number of Shares subject to the Option by 20% from the policy award that would otherwise have been made.
Each Option was granted such that vesting is subject to two equally-weighted performance conditions, which will be assessed independently, as outlined below:
Performance metric | Proportion | Below Threshold | Threshold | Maximum |
Outcome | 0% vesting | 25% vesting | 100% vesting | |
Average annual cumulative EPS Growth over the three financial years 22/23 to 24/25 | 50% | 13.9 % | 21.9% | |
TSR vs FTSE 250 constituents, over 3 years ending 31 July 2025 | 50% | Below Median | Median | Upper Quartile |
Performance between the Threshold and Maximum levels will result in a pro-rata increase in the number of Shares vesting, on a straight-line basis. Performance beyond the Maximum level will not result in any additional vesting.
The performance conditions are subject to an underpin, which provides the Remuneration Committee with discretion to adjust or over-ride the formulaic outcome and determine the number of Shares in respect of which the Option will vest, taking into account such factors it may in its discretion determine, potentially including the underlying performance of the Group and the Participant's individual performance.
The normal vesting date for each of the Options is 31 August 2025. To the extent that an Option vests, it is subject to a further holding period of two years, during which time it will not be capable of exercise. This means that, in line with the UK Corporate Governance Code, each Option will be subject to an aggregate vesting and holding period of five years and no value can be realized by the option holder until 31 August 2027 at the earliest.
The number of Shares shown in the first table above represents the maximum that may be acquired if all performance conditions are achieved in full. The Company may also transfer additional Shares to reflect the value of dividends that would have been paid on the Shares in respect of which the Option vests over the period between the Award Date and the end of the post-vesting holding period.
The relevant information set out below is provided in accordance with the requirements of Article 19 of the Market Abuse Regulation as retained in UK law.
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Clive Vacher | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Executive Director/Chief Executive Officer | ||||
b)
| Initial notification /Amendment
| Initial Notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| De La Rue plc | ||||
b)
| LEI
| 213800DH741LZWIJXP78 | ||||
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 44152/175p
GB00B3DGH821 | ||||
b)
| Nature of the transaction
| Grant of a nil-cost option over 454,059 Shares under the rules of the De La Rue Performance Share Plan 2020. | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
- Aggregated total | N/A
| ||||
e)
| Date of the transaction
| 31 August 2022 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Rob Harding | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Executive Director/Chief Financial Officer | ||||
b)
| Initial notification /Amendment
| Initial Notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| De La Rue plc | ||||
b)
| LEI
| 213800DH741LZWIJXP78 | ||||
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 44152/175p
GB00B3DGH821 | ||||
b)
| Nature of the transaction
| Grant of a nil-cost option over 277,480 Shares under the rules of the De La Rue Performance Share Plan 2020. | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
- Aggregated total | N/A
| ||||
e)
| Date of the transaction
| 31 August 2022 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Ruth Euling | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Executive Director/MD, Currency | ||||
b)
| Initial notification /Amendment
| Initial Notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| De La Rue plc | ||||
b)
| LEI
| 213800DH741LZWIJXP78 | ||||
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 44152/175p
GB00B3DGH821 | ||||
b)
| Nature of the transaction
| Grant of a nil-cost option over 252,158 Shares under the rules of the De La Rue Performance Share Plan 2020. | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
- Aggregated total | N/A
| ||||
e)
| Date of the transaction
| 31 August 2022 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
Rob Bellhouse, Company Secretary
Contact Number: 01256 605212
1 September 2022
De La Rue plc's LEI code is 213800DH741LZWIJXP78.