Last checked at 13 Sep 2023 14:00
13 September 2023
The Gym Group plc
("the Company")
Notification of transactions by Directors/PDMRs
The Company announces that on 13 September 2023 ("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 |
Will Orr
| Executive Director | PSP Award | 717,697 |
Buy-out Award | 246,067 |
The awards made to Will Orr 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 103.63 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
The performance measures and targets conditions applicable to the award are consistent with the 2023 PSP grant made to Ann-marie Murphy and Luke Tait as set out in the Company's announcement dated 30 March 2023 (RNS: 8313U). Consistent with the other Executive Directors, the Relative and Absolute Total Shareholder Return ("TSR") measures will be assessed based on a three year performance period commencing on the date of grant. The detail of the performance conditions is set out in the 2022 Annual Report and Accounts on page 97.
Vesting of the PSP Award is subject to the satisfaction of three performance conditions in respect of:
- Absolute Total Shareholder Return (Compound annual growth in adjusted Gym Group share price) (40% weighting);
- Relative Total Shareholder Return measured against constituents of the FTSE SmallCap (excluding ITs and REITs) (40% weighting); and
- Social Value generated during financial year 2025 (20% weighting).
A holding period of two years from date of vesting is applicable to the PSP Award granted to Will.
Buy-out Award conditions
The Buy-out Award is made in accordance with the rules of the PSP and the Company's Directors' 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 an award over Company shares - 50% of the Buy-out Award will vest on the first-year anniversary of the date of grant and the remaining 50% of the Buy-out Award will vest on the second-year anniversary of the date of grant, subject to the rules of the PSP. 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 cash bonus (£180,000) and share awards (£75,000) with the previous employer which were forfeited by agreeing to join the Company. The Remuneration Committee resolved to deliver the Buy-out Award fully in shares subject to an extended vesting period to provide further alignment with shareholders.
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 | Will Orr
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2. | Reason for the notification | ||||||||||
a) | Position / status | Chief Executive 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 | 13 September 2023 | |||||||||
f) | Place of the transaction | Outside a trading venue | |||||||||
For further information, please contact:
The Gym Group plc: John Treharne, Chair of the Board Will Orr, Chief Executive Officer Luke Tait, Chief Financial Officer Katharine Wynne, Investor Relations
| via Instinctif Partners |
Instinctif Partners (Financial PR) Matthew Smallwood Justine Warren Joe Quinlan
| +44 (0)20 7457 2020 |