Last checked at 18 Oct 2022 17:15
18 October 2022
The Gym Group plc
("the Company")
Notification of transactions by Directors/PDMRs
The Company announces that on 17 October 2022 ("Date of Grant"), awards over ordinary shares of 0.01p each in the capital of the Company ("Shares") were made under the terms of The Gym Group plc Performance Share Plan ("PSP") to the below Executive Director and person discharging managerial responsibility ("PDMR"):
Name | Executive Director/ PDMR | Award | Number of Shares under award |
Luke Tait
| Executive Director | PSP Award | 352,136 |
Buy-out Award | 228,050 |
The awards made to Luke Tait represent a PSP award over shares worth 175% of his salary ("PSP Award") and a buy-out of awards from a previous employer that were forfeited on his joining the Company ("Buy-out Award") (collectively the "Awards").
The number of shares of the Awards were calculated on the basis of a share price of 149.09 pence, being the Company's three-month average share price prior to the Date of Grant. The Awards represent 0.01p par value options which, to the extent that the Awards vest, provide for Shares to be delivered to the individuals for 0.01p consideration per Share.
PSP Award conditions
Vesting of the PSP Award is subject to the satisfaction of three performance conditions in respect of:
- Adjusted Group Operating Cash Flow (25% weighting);
- ROIC in the mature estate (25% weighting); and
- Absolute Total Shareholder Return ("TSR") (50% weighting).
The same performance conditions apply as those applicable to the 2022 PSP grant made to Richard Darwin, as set out in the Company's announcement dated 6 April 2022 (RNS: 5421H). The detail of the Cash Flow and ROIC performance conditions is set out in the 2021 Annual Report and Accounts on page 101, and each is measured to the end of the 2024 financial year. The detail of the TSR performance condition is set out in the Company's announcement dated 6 April 2022 (RNS: 5421H).
A holding period of two years from date of vesting is applicable to the PSP Award granted to Luke.
Buy-out Award conditions
The Buy-out Award is made in accordance with the rules of the Performance Share Plan and the Company's Remuneration Policy, which permits the making of buy-out awards in connection with a recruitment to buy out awards forfeited by an individual on leaving a previous employer. This can include making awards of restricted shares where necessary, provided that the quantum and terms of the new awards are considered to appropriately reflect the potential value and vesting terms of the forfeited awards in the previous employer.
The Buy-out Award consists of restricted shares which normally vest on the third anniversary of grant. There is no post-vesting holding period applicable to the Buy-out Award. These terms were agreed in the recruitment process to reflect the terms and the potential value of share awards with a previous employer which were forfeited by agreeing to join the Company.
The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.
1. | Details of PDMR / person closely associated with them ("PCA") | ||||||||||
a) | Name | Luke Tait
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2. | Reason for the notification | ||||||||||
a) | Position / status | Chief Financial Officer
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b) | Initial notification / amendment | Initial notification
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3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | The Gym Group plc
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b) | LEI | 213800VCU9TBANZIN455 | |||||||||
2. | 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 | Ordinary Shares of 0.01p each ISIN: GB00BZBX0P70
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b) | Nature of the transaction | 1. PSP Award over shares granted pursuant to The Gym Group Performance Share Plan. 2. Buy-out Award over shares granted pursuant to The Gym Group Performance Share Plan | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information Aggregated volume Price |
N/A (single transaction) | |||||||||
e) | Date of the transaction | 17 October 2022 | |||||||||
f) | Place of the transaction | Outside a trading venue | |||||||||
For further information, please contact:
The Gym Group: Richard Darwin, CEO Luke Tait, CFO
| via Tulchan Communications |
Tulchan Communications: James Macey White Elizabeth Snow Laura Marshall
| +44 (0) 207 353 4200 |