Last checked at 13 Dec 2022 13:49
GRAINGER PLC
("GRAINGER" OR THE "COMPANY")
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
GRANT OF OPTIONS UNDER THE GRAINGER PLC 2017 LONG TERM INCENTIVE PLAN
The Company announces that it has made the following grants of nil cost share options ("Options") over ordinary shares of 5p each in the capital of the Company ("Shares") pursuant to the 2017 Long Term Incentive Plan ("LTIP") on 12 December 2022.
Grant of Options
On 12 December 2022, Grainger granted Options over a total of 921,967 Shares to its Executive Directors and Persons Discharging Managerial Responsibilities ("PDMRs") of the Company (as specified in the table below).
Director/ PDMR | Position | No. of shares under Option |
Helen Gordon | Chief Executive Officer (Director) | 417,297 |
Rob Hudson | Chief Financial Officer (Director) | 298,616 |
Michael Keaveney | Director of Land and Development (PDMR) | 112,208 |
Eliza Pattinson | Director of Operations and Asset Management (PDMR) | 93,846 |
The Remuneration Committee considered the prevailing share price and whether an adjustment was required to the LTIP policy grant levels. Reflecting the strong performance of the business and a grant share price which is less than 20% lower than the average share prices used for the last three awards, the Committee felt no adjustment was required to policy grant levels. Consistent with previous LTIP awards, the Committee may adjust LTIP vesting outcomes, if it considers quantum to be inconsistent with the performance of the Company, any business or individual during the three-year performance period.
Options will generally vest and become exercisable three years from the date of grant, subject to continued employment.
Vesting of the Options is subject to performance conditions relating to the following measures:
- Total income return measured as annual average like for like rental growth;
- Relative Total Shareholder Return ("TSR"); and
- Secured PRS Investment.
The performance conditions apply respectively to one third of the Shares under an Option and are each measured across the 2023, 2024 and 2025 financial years.
Further details of the Relative TSR and Secured PRS Investment performance conditions are set out in the 2022 Annual Report on page 101.
The Secured PRS Investment target range assumes funding solely from our ongoing asset recycling programme, operational cash flow generation and with LTV in mind. To the extent that funding is arranged from other sources or actual disposals vary against plan, the Committee may exclude investments and/or adjust the target range to ensure that targets remain at least as stretching as the original ones.
In respect of the total income return performance condition, after careful deliberation the Company's Remuneration Committee has decided to set sliding scale targets based on annual average like for like rental growth over the 3-year performance period. For this part of an Option, the threshold target (25% vesting of this part) is 3.5% annual average growth, and the maximum target of this part is 5.0% annual average growth (with pro-rata straight-line vesting between those boundaries).
A holding period of two years from date of vesting is also applicable to the Options granted to the Executive Directors.
The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Helen Gordon | |
2 | Reason for the notification | ||
a) | Position/status
| 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
| Grainger plc | |
b)
| LEI
| 2138007CEIRKZMNI2979 | |
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 £0.05 each
| |
b)
| Identification code
| ISIN: GB00B04V1276 | |
c)
| Nature of the transaction
| Grant of a nil cost Option over Ordinary Shares pursuant to the Grainger plc 2017 Long Term Incentive Plan | |
d)
| Price(s) and volume(s)
| Price(s)
| Volume(s) |
1. £nil
| 1. 417,297
| ||
e)
| Aggregated information
- Aggregated volume
- Price
|
N/A
| |
f)
| Date of the transaction
| 12 December 2022 | |
g)
| Place of the transaction
| Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Rob Hudson | |
2 | Reason for the notification | ||
a) | Position/status
| 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
| Grainger plc | |
b)
| LEI
| 2138007CEIRKZMNI2979 | |
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 £0.05 each
| |
b)
| Identification code
| ISIN: GB00B04V1276 | |
c)
| Nature of the transaction
| Grant of a nil cost Option over Ordinary Shares pursuant to the Grainger plc 2017 Long Term Incentive Plan | |
d)
| Price(s) and volume(s)
| Price(s)
| Volume(s) |
1. £nil
| 1. 298,616
| ||
e)
| Aggregated information
- Aggregated volume
- Price
|
N/A
| |
f)
| Date of the transaction
| 12 December 2022 | |
g)
| Place of the transaction
| Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Michael Keaveney | |
2 | Reason for the notification | ||
a) | Position/status
| Director of Land and Development (PDMR) | |
b) | Initial notification /Amendment
| Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name
| Grainger plc | |
b)
| LEI
| 2138007CEIRKZMNI2979 | |
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 £0.05 each
| |
b)
| Identification code
| ISIN: GB00B04V1276 | |
c)
| Nature of the transaction
| Grant of a nil cost Option over Ordinary Shares pursuant to the Grainger plc 2017 Long Term Incentive Plan | |
d)
| Price(s) and volume(s)
| Price(s)
| Volume(s) |
1. £nil
| 1. 112,208
| ||
e)
| Aggregated information
- Aggregated volume
- Price
|
N/A
| |
f)
| Date of the transaction
| 12 December 2022 | |
g)
| Place of the transaction
| Outside a trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Eliza Pattinson | |
2 | Reason for the notification | ||
a) | Position/status
| Director of Operations and Asset Management (PDMR)
| |
b) | Initial notification /Amendment
| Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name
| Grainger plc | |
b)
| LEI
| 2138007CEIRKZMNI2979 | |
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 £0.05 each
| |
b)
| Identification code
| ISIN: GB00B04V1276 | |
c)
| Nature of the transaction
| Grant of a nil cost Option over Ordinary Shares pursuant to the Grainger plc 2017 Long Term Incentive Plan | |
d)
| Price(s) and volume(s)
| Price(s)
| Volume(s) |
1. £nil
| 1. 93,846
| ||
e)
| Aggregated information
- Aggregated volume
- Price
|
N/A
| |
f)
| Date of the transaction
| 12 December 2022 | |
g)
| Place of the transaction
| Outside a trading venue | |