Last checked at 13 Aug 2019 15:52
13 August 2019
Ibstock plc (the "Company")
Grant of Awards under the Ibstock plc Long Term Incentive Plan and the Buy-out Agreement
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 12 August 2019 to a PDMR in accordance with the rules of the Ibstock plc Long Term Incentive Plan.
Name | Status | Number of Ordinary Shares under LTIP Award | Option Price |
Chris McLeish | Chief Financial Officer Designate | 170,145 | £Nil |
No consideration was paid for the grant of the LTIP Award which is structured as a nil cost option. The number of Ordinary Shares granted under the LTIP Award has been calculated using an Ordinary Share price of 220.4 pence per share.
The normal vesting date of the LTIP Award will be 12 August 2022, 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.
The LTIP Award will normally vest after three years based on the satisfaction of the following performance conditions:-
i. 50% on relative TSR against the FTSE 250 construction and building materials companies: median performance (threshold); upper quartile performance (maximum); and
ii. 50% on compound annual Adjusted EPS growth: 6% p.a. compound growth (threshold); 12% p.a. compound growth (maximum).
25% of the LTIP Award will vest for threshold performance under both measures, with straight line vesting in between to full vesting for the achievement of maximum performance.
A holding period applies, which will commence on vesting of the LTIP Award and end 2 years after vesting.
On 12 August 2019 the Company also granted an award ("Buy-out Award") over Ordinary Shares in accordance with the terms of a Buy-out Agreement.
Name | Status | Number of Ordinary Shares under Buy-out Award | Option Price |
Chris McLeish | Chief Financial Officer Designate | 60,393 | £Nil |
The Board agreed to grant the Buy-out Award to compensate, on a fair value basis, the value forgone by Chris McLeish for share awards forfeited on cessation of employment with his previous employer (Tate & Lyle). Mr McLeish's Buy-out Award replaces his awards over Tate & Lyle plc shares for both 2017 and 2018 forfeited as a result of his resignation from Tate & Lyle plc. The fair value of the Buy-out Award has been reduced to take account of the original performance period and the proportion of satisfaction of the performance conditions as at the time of the buy-out. The vesting level will be revisited at the time of vesting to adjust the number of Ibstock shares which vest to reflect the actual vesting of the original Tate & Lyle awards.
No consideration was paid for the grant of the Buy-out Award which is structured as a nil cost option. The number of Ordinary Shares granted under the Buy-out Award has been calculated in accordance with the terms of the Buy-out Agreement, based on the value of 18,533 Tate & Lyle shares determined using the Tate & Lyle average closing share price of 754.7 pence measured over the three days prior to 1 August 2019 converted to Ibstock shares using Ibstock's average closing share price of 231.6 pence measured over the three days prior to 1 August 2019, being the date when Chris McLeish commenced employment with Ibstock.
The Buy-out Award will normally vest in two instalments on 31 March 2020 and 31 March 2021, in line with the vesting schedule of the original Tate & Lyle plc awards. Once vested, the Buy-out Award will normally be exercisable until the day before the tenth anniversary of the original award dates (1 April 2027 and 1 April 2028 respectively).
The level of vesting of the Buy-out Award will be adjusted upwards or downwards as determined by the Remuneration Committee (including, for the avoidance of doubt, to nil) to reflect performance against the targets attached to the original awards.
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 | Chris McLeish | |||
2
| Reason for the notification | ||||
a) | Position/status | Chief Financial Officer Designate | |||
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 (a) the Ibstock plc Long Term Incentive Plan and (b) the Buy-out Agreement | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
(a) | Nil | 170,145 | |||
(b) | Nil | 60,393 | |||
d)
| Aggregated information | ||||
- Aggregated volume | 230,538 | ||||
- Price | Nil | ||||
e) | Date of the transaction | 2019-08-12 | |||
f) | Place of the transaction | Outside a trading venue | |||