Last checked at 15 Apr 2020 17:49
15 April 2020
Ibstock plc (the "Company")
Grant of Awards under the Ibstock plc Long Term Incentive Plan and the Ibstock plc Annual and Deferred Bonus Plan
Notification of Transactions by Persons Discharging Managerial Responsibility ("PDMRs")
The Company announces that it granted an award ("LTIP Award") over Ibstock plc ordinary shares of 1 penny each ("Ordinary Shares") on 14 April 2020 to PDMRs in accordance with the rules of the Ibstock plc Long Term Incentive Plan.
Name | Status | Number of Ordinary Shares under LTIP Award | Option Price |
Joseph Hudson | Chief Executive Officer | 357,167 | £Nil |
Christopher McLeish | Chief Financial Officer | 240,314 | £Nil |
Kate Tinsley | Managing Director - Ibstock Clay division | 193,062 | £Nil |
No consideration was paid for the grant of the LTIP Awards which are structured as nil cost options. The number of Ordinary Shares granted under each LTIP Award has been calculated using an Ordinary Share price of 191 pence per share (the closing share price on 9 April 2020).
The Remuneration Committee (the "Committee") recognises that LTIP Awards have been made during a period of market uncertainty due to COVID-19, and like many other companies we have seen a recent fall in our share price due to these external factors. However, the Committee believes that this is not specific to the Company and has determined that the price used to calculate the number of shares awarded is appropriate and consistent with the Company's historic practice.
The Committee intends to review the appropriateness of this approach taken in the context of further developments during the relevant performance period, to avoid any unacceptable 'windfall' gains. In line with the Remuneration Policy, on vesting the Committee will review this as part of its general consideration of the appropriateness of the formulaic assessment of the performance conditions.
The normal vesting date of the LTIP Awards will be 14 April 2023, being the third anniversary of the award date.
Once vested, the LTIP Award will normally be exercisable until the day before the tenth anniversary of the award date. A 2-year holding period will apply to these awards.
The LTIP Awards will normally vest after 3 years based on the satisfaction of the following performance conditions: -
i. | 33.3% on relative TSR against the FTSE 250 construction and building materials companies: Median performance (threshold); upper quartile performance (maximum); |
ii. | 33.3% on compound annual EPS growth: 3% p.a. compound growth (threshold); 10% p.a. compound growth (maximum) and |
iii. | 33.3% on average annual Return On Capital Employed ("ROCE"): 18.76% p.a. (threshold); 20.77% p.a. (maximum). |
25% of the LTIP Award will vest for threshold performance under all measures, with straight line vesting in between to full vesting for the achievement of maximum performance.
On 14 April 2020 the Company also granted awards ("ADBP Awards") over Ordinary Shares in accordance with the rules of the Ibstock plc Annual and Deferred Bonus Plan ("ADBP").
Name | Status | Number of Ordinary Shares under ADBP Award | Option Price |
Joseph Hudson | Chief Executive Officer | 21,571 | £Nil |
Christopher McLeish | Chief Financial Officer | 5,829 | £Nil |
Kate Tinsley | Managing Director - Ibstock Clay division | 12,100 | £Nil |
These awards represent the deferral into Ordinary Shares of part of the Executive Directors' 2019 bonus entitlements under the rules of the ADBP.
No consideration was paid for the grant of the ADBP Awards which are structured as nil cost options. The number of Ordinary Shares granted under each ADBP Award has been calculated in accordance with the rules of the ADBP using an Ordinary Share price of 276.16 pence being the average Ordinary Share price measured over the last 30 days of the financial year to which the bonus relates ending 31 December 2019.
The ADBP Awards will normally vest on 14 April 2023, subject to the participant being an employee of the Group at that time. Once vested, the ADBP Award will normally be exercisable until the day before the tenth anniversary of the award date.
The information below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
1
| Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Joseph Hudson | |||
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 | Ibstock plc | |||
b) | LEI | 2138003QHTNX34CN9V93 | |||
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 1p each | |||
Identification code | GB00BYXJC278 | ||||
b)
| Nature of the transaction | Grant of awards under the (a) Ibstock plc Long Term Incentive Plan and (b) the Ibstock plc Annual and Deferred Bonus Plan | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
(a) | Nil | 357,167 | |||
(b) | Nil | 21,571 | |||
d)
| Aggregated information | ||||
- Aggregated volume | 378,738 | ||||
- Price | Nil | ||||
e) | Date of the transaction | 2020-04-14 | |||
f) | Place of the transaction | Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Christopher McLeish | |||
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 | Ibstock plc | |||
b) | LEI | 2138003QHTNX34CN9V93 | |||
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 1p each | |||
Identification code | GB00BYXJC278 | ||||
b)
| Nature of the transaction
| Grant of awards under the (a) Ibstock plc Long Term Incentive Plan and (b) the Ibstock plc Annual and Deferred Bonus Plan | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
(a) | Nil | 240,314 | |||
(b) | Nil | 5,829 | |||
d)
| Aggregated information | ||||
- Aggregated volume | 246,143 | ||||
- Price | Nil | ||||
e) | Date of the transaction | 2020-04-14 | |||
f) | Place of the transaction | Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Kate Tinsley | |||
2 | Reason for the notification | ||||
a) | Position/status | Managing Director - Ibstock Clay division | |||
b)
| Initial notification /Amendment | Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | Ibstock plc | |||
b) | LEI | 2138003QHTNX34CN9V93 | |||
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 1p each | |||
Identification code | GB00BYXJC278 | ||||
b)
| Nature of the transaction
| Grant of awards under the (a) Ibstock plc Long Term Incentive Plan and (b) the Ibstock plc Annual and Deferred Bonus Plan | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
(a) | Nil | 193,062 | |||
(b) | Nil | 12,100 | |||
d)
| Aggregated information | ||||
- Aggregated volume | 205,162 | ||||
- Price | Nil | ||||
e) | Date of the transaction | 2020-04-14 | |||
f) | Place of the transaction | Outside a trading venue | |||
Nick Giles
Group Company Secretary
07796 132222