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Greencore Group PLC - Director/PDMR Shareholding

Fri, 8th Feb 2019 15:52

RNS Number : 5479P
Greencore Group PLC
08 February 2019
 

Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility

This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland's Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.

All relevant boxes should be completed in block capital letters.

1

Name of the Issuer

Greencore Group plc

 

LEI: 635400GGBEWULJXM5868

2

Name of person discharging managerial responsibilities

Mr Patrick Coveney

3

State whether notification relates to a person closely associated with a person discharging managerial responsibilities named in 2 and identify the connected person

Notification relates to Executive Director named in 2

4

Indicate whether the notification is in respect of a holding of the person referred to in 2 or 3 above or in respect of a non-beneficial interest

 

Notification is in respect of a non-beneficial interest

5

Description of shares or derivatives or other financial instruments linked to them

Ordinary Shares of £0.01 each

 

ISIN: IE0003864109

 

6

Name of registered shareholder(s) and, if more than one, number of shares or derivatives or other financial instruments linked to them, held by each shareholder

No shares are currently held for the purpose of satisfying any vesting of the award which is subject to this notification.

7

State the nature of the transaction

An award in respect of 754,430 Ordinary Shares of £0.01 each in Greencore Group plc under the Greencore Group plc 2013 Performance Share Plan ("the Plan").

 

Vesting of these awards will be subject to Adjusted EPS, ROIC and TSR performance targets measured over the period FY18 to FY21 and as set out in Appendix (i).

 

Except otherwise specified in the Rules of the Plan, ownership of the shares will transfer to Mr. Patrick Coveney in three years' time without payment and subject to his continued employment by Greencore Group plc. Once vested, the shares are subject to a mandatory two year holding period.  Vested awards may not be sold during the holding period except to cover tax liabilities.

 

8

Number of shares, derivatives or other financial instruments linked to them acquired

754,430 Ordinary Shares

9

Number of shares, derivatives  or other financial instruments linked to them  disposed of

N/A

 

10

Price per share or derivative or other financial instrument linked to them or value of transaction

£1.9572 per Ordinary Share

 

 

11

Date and place of transaction

Jersey , 08 February 2019

 

12

Date issuer informed of transaction

08 February 2019

13

Any additional information

N/A

14

Name of contact and telephone number for queries

Jolene Gacquin

01 4863309

 

Name and signature of duly designated officer of issuer responsible for making notification

 

Jolene Gacquin

 

Date of notification 08 February 2019

 

 

 

Regulation 12(8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 ('the Regulations') provides that:

 

"person discharging managerial responsibilities", in relation to an issuer of financial instruments, means a person who is -

(a)      a member of the administrative, management or supervisory bodies of the issuer, or

(b)      a senior executive -

(i)       who is not a member of the bodies referred to in paragraph (a) of this definition,

(ii)      having regular access to inside information relating, directly or indirectly, to the issuer, and

(iii)      having the power to make managerial decisions affecting the future developments and business prospects of the issuer.

 

"person closely associated", in relation to a person discharging managerial responsibilities within an issuer of financial instruments, means -

(a)      the spouse of the person discharging managerial responsibilities,

(b)      dependent children of the person discharging managerial responsibilities,

(c)      other relatives of the person discharging managerial responsibilities, who have shared the same household as that person for at least one year on the date of the transaction concerned,

(d)      any person -

(i)       the managerial responsibilities of which are discharged by a person -

(i)       discharging managerial responsibilities within the issuer, or

(ii)      referred to in paragraph (a), (b) or (c) of this definition,

(ii)      that is directly or indirectly controlled by a person referred to in subparagraph (i) of paragraph (d) of this definition,

(iii)      that is set up for the benefit of a person referred to in subparagraph (i) of paragraph (d) of this definition, or

(iv)     the economic interests of which are substantially equivalent to those of a person referred to in subparagraph (i) of paragraph (d) of this definition;

 

 

 

 

Appendix (i)

As set out in the 2018 Annual Report, in light of the disposal of the entire US business, the Remuneration Committee was not in a position to confirm performance targets for the FY19 PSP awards in December 2018. The EPS, ROIC and relative TSR targets (and peer group) have been finalised and are set out below. The targets are felt to be appropriately stretching and represent a similar level of difficulty to those applied historically.

Measure

Weighting (% of award)

Performance of targets

Adjusted EPS growth (3-year CAGR, FY18-FY21)

1/3

Below 5% p.a.                   0% vesting;

5% p.a.                             25% vesting;

15% p.a.                            100% vesting

(straight line vesting application between 5% and 15% p.a.)

FY21 ROIC 

1/3

Below 14%                       0% vesting

14%.                                 25% vesting

16%                                  100% vesting

(straight line vesting application between 14% and 16%)

Relative TSR versus a bespoke group of sector peers as follows:

 

Dairy Crest

Cranswick

Hilton Food

SSP Group

Greggs

AG Barr

Britvic

ARYZTA

Kerry Group

Total Produce

Glanbia

Greenyard Foods

Premier Foods

Devro

 

1/3

Below median:   0% vesting

Median:                             25% vesting

Upper quartile: 100% vesting

(Straight-line vesting applies between median and upper quartile)

 

 

 

 

Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility

This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland's Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.

All relevant boxes should be completed in block capital letters.

1

Name of the Issuer

Greencore Group plc

 

LEI: 635400GGBEWULJXM5868

2

Name of person discharging managerial responsibilities

Mr Eoin Tonge

3

State whether notification relates to a person closely associated with a person discharging managerial responsibilities named in 2 and identify the connected person

Notification relates to Executive Director named in 2

4

Indicate whether the notification is in respect of a holding of the person referred to in 2 or 3 above or in respect of a non-beneficial interest

 

Notification is in respect of a non-beneficial interest

5

Description of shares or derivatives or other financial instruments linked to them

Ordinary Shares of £0.01 each

 

ISIN: IE0003864109

 

6

Name of registered shareholder(s) and, if more than one, number of shares or derivatives or other financial instruments linked to them, held by each shareholder

No shares are currently held for the purpose of satisfying any vesting of the award which is subject to this notification.

7

State the nature of the transaction

An award in respect of 320,508 Ordinary Shares of £0.01 each in Greencore Group plc under the Greencore Group plc 2013 Performance Share Plan ("the Plan").

 

Vesting of these awards will be subject to Adjusted EPS, ROIC and TSR performance targets measured over the period FY18 to FY21 and as set out in Appendix (i).

 

Except otherwise specified in the Rules of the Plan, ownership of the shares will transfer to Mr. Eoin Tonge in three years' time without payment and subject to his continued employment by Greencore Group plc. Once vested, the shares are subject to a mandatory two year holding period.  Vested awards may not be sold during the holding period except to cover tax liabilities.

 

8

Number of shares, derivatives or other financial instruments linked to them acquired

320,508 Ordinary Shares

9

Number of shares, derivatives  or other financial instruments linked to them  disposed of

N/A

 

10

Price per share or derivative or other financial instrument linked to them or value of transaction

£1.9572 per Ordinary Share

 

 

11

Date and place of transaction

Jersey , 08 February 2019

 

12

Date issuer informed of transaction

08 February 2019

13

Any additional information

N/A

14

Name of contact and telephone number for queries

Jolene Gacquin

01 4863309

 

Name and signature of duly designated officer of issuer responsible for making notification

 

Jolene Gacquin

 

Date of notification 08 February 2019

 

 

 

Regulation 12(8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 ('the Regulations') provides that:

 

"person discharging managerial responsibilities", in relation to an issuer of financial instruments, means a person who is -

(a)      a member of the administrative, management or supervisory bodies of the issuer, or

(b)      a senior executive -

(i)       who is not a member of the bodies referred to in paragraph (a) of this definition,

(ii)      having regular access to inside information relating, directly or indirectly, to the issuer, and

(iii)      having the power to make managerial decisions affecting the future developments and business prospects of the issuer.

 

"person closely associated", in relation to a person discharging managerial responsibilities within an issuer of financial instruments, means -

(a)      the spouse of the person discharging managerial responsibilities,

(b)      dependent children of the person discharging managerial responsibilities,

(c)      other relatives of the person discharging managerial responsibilities, who have shared the same household as that person for at least one year on the date of the transaction concerned,

(d)      any person -

(i)       the managerial responsibilities of which are discharged by a person -

(i)       discharging managerial responsibilities within the issuer, or

(ii)      referred to in paragraph (a), (b) or (c) of this definition,

(ii)      that is directly or indirectly controlled by a person referred to in subparagraph (i) of paragraph (d) of this definition,

(iii)      that is set up for the benefit of a person referred to in subparagraph (i) of paragraph (d) of this definition, or

(iv)     the economic interests of which are substantially equivalent to those of a person referred to in subparagraph (i) of paragraph (d) of this definition;

 

 

 

 

Appendix (i)

As set out in the 2018 Annual Report, in light of the disposal of the entire US business, the Remuneration Committee was not in a position to confirm performance targets for the FY19 PSP awards in December 2018. The EPS, ROIC and relative TSR targets (and peer group) have been finalised and are set out below. The targets are felt to be appropriately stretching and represent a similar level of difficulty to those applied historically.

Measure

Weighting (% of award)

Performance of targets

Adjusted EPS growth (3-year CAGR, FY18-FY21)

1/3

Below 5% p.a.                   0% vesting;

5% p.a.                             25% vesting;

15% p.a.                            100% vesting

(straight line vesting application between 5% and 15% p.a.)

FY21 ROIC 

1/3

Below 14%                       0% vesting

14%.                                 25% vesting

16%                                  100% vesting

(straight line vesting application between 14% and 16%)

Relative TSR versus a bespoke group of sector peers as follows:

 

Dairy Crest

Cranswick

Hilton Food

SSP Group

Greggs

AG Barr

Britvic

ARYZTA

Kerry Group

Total Produce

Glanbia

Greenyard Foods

Premier Foods

Devro

 

1/3

Below median:   0% vesting

Median:                             25% vesting

Upper quartile: 100% vesting

(Straight-line vesting applies between median and upper quartile)

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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29th Nov 20194:17 pmRNSTotal Voting Rights
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