12 Sep 2017 11:44
12 September 2017
INTERSERVE PLC ("The Company")
NOTIFICATION OF TRANSACTIONS OF DIRECTORS AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMRs")
Restricted Stock Award
The following individual notification made under article 19.1 of the Market Abuse Regulation ('MAR') relates to awards promised upon recruitment on behalf of a PDMR. This announcement is made in accordance with Article 19.3 of MAR.
On 11 September 2017, Debra Jayne White, Chief Executive, received restricted stock awards over fully-paid ordinary shares of 10 pence each in the capital of the Company ("Shares") in order to compensate her for forfeited awards from previous employment. Consistent with the Company's remuneration policy, the restricted stock awards replicate, as far as practicable, the terms (including performance conditions where relevant) and value of awards forfeited by Ms White in agreeing to join the Company. Where awards forfeited were subject to performance conditions, these awards have been exchanged into Shares in the Company but with the original performance conditions continuing to apply (i.e. these parts of the restricted stock awards will only vest to the extent that the relevant performance conditions are met, further details of which are set out in the Report & Accounts of Ms White's previous employer). No consideration was paid for the grant of these awards.
The restricted stock awards (which are over 1,897,899 Shares in total) will vest, subject to the rules of the Restricted Stock Contract and to Ms White's on-going employment with the Company, in the following tranches on the vesting dates set out below. Part of the restricted stock award over Shares will be subject to performance conditions as noted above. Further details of the awards, including the associated performance conditions, will be set out in the 2017 Directors' Remuneration Report.
Tranche | Total number of Shares under award granted | Vesting date | Performance condition |
1 | 481,158 | 11 March 2018 | N/A |
2 | 267,310 | 27 April 2019 | N/A |
3 | 133,655 | 27 April 2019 | Yes |
4 | 133,655 | 27 April 2019 | Yes |
5 | 133,655 | 9 September 2019 | N/A |
6 | 66,827 | 9 September 2019 | Yes |
7 | 66,827 | 9 September 2019 | Yes |
8 | 307,406 | 27 April 2020 | N/A |
9 | 153,703 | 27 April 2020 | Yes |
10 | 153,703 | 27 April 2020 | Yes |
1.1
Notification and public disclosure of transactions by PDMRs and persons closely associated with them
1. | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Debra Jayne White | |
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 | INTERSERVE PLC | |
b) | LEI | LEI: 549300MVYY4EZCRFHZ09 | |
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 Identification code
| ORDINARY SHARES OF 10 PENCE EACH GB0001528156 | |
b) | Nature of transaction | Grant of a restricted stock award over ordinary shares in the Company, for nil-consideration, under a Restricted Stock Contract. This award is a buy-out incentive granted in accordance with the Company's existing remuneration policy in respect of incentive arrangements put in place by Ms White's previous employer that were lost on recruitment to INTERSERVE PLC. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil Consideration
| 1,897,899 shares | ||
d) | Aggregated information - Aggregated volume - Price |
Nil Consideration
|
1,897,899 shares |
e) | Date of the transaction | 11 September 2017 | |
f) | Place of the transaction | Outside a trading venue | |
Interserve Performance Share Plan 2015 (the "Plan")
In addition to the aforementioned and pursuant to article 19 of regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation or "MAR"), the Company further announces that on 11 September 2017 Ms White was granted an Award under the Plan in the form of nil-cost options, to acquire Shares, up to maximum of 599,778 (the "PSP Award").
The price used to calculate the maximum number of Shares under the Plan was 162.56p, being the average closing price on 5,6,7 and 8 September 2017 of the Company's shares on the main market of the London Stock Exchange. The PSP Award will normally vest on or after the third anniversary of the date of grant, subject to the fulfilment of certain performance conditions based on earnings per share and total shareholder return and is subject to recovery & withholding provisions and a two-year post-vesting holding period. No consideration is payable on the grant or the vesting of the Award, which will lapse if not exercised within two years of vesting.
12 September 2017
Trevor Bradbury
Group Secretary
Tel: 0118 932 0123
Notification and public disclosure of transactions by PDMR and persons closely associated with them
1. | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name | Debra Jayne White | |
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 | INTERSERVE PLC | |
b) | LEI | LEI: 549300MVYY4EZCRFHZ09 | |
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 Identification code
| ORDINARY SHARES OF 10 PENCE EACH GB0001528156 | |
b) | Nature of transaction
| Nil cost options granted on 11 September 2017 pursuant to the Interserve Performance Share Plan 2015. | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil Consideration
| 599,778 shares | ||
d) | Aggregated information - Aggregated volume - Price |
Nil Consideration
|
599,778 shares |
e) | Date of the transaction | 11 September 2017 | |
f) | Place of the transaction | Outside a trading venue | |