Last checked at 22 Jul 2021 07:00
22 July 2021
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Grant and Vesting of EIP Share Awards
JTC, the global provider of fund, corporate and private client services has today granted a total of 3,079,658 awards over ordinary shares of £0.01 each in the Company, amounting to c.£20m in value, to all current permanent Group employees, excluding all Executive Directors, under the Employee Incentive Plan (the "EIP").
Shared ownership has been at the heart of the Company's culture for 23 years, since the first JTC EBT was formed in 1998. The EIP, like its predecessor schemes, is designed to recognise and reward long-term performance across the whole Group and its alignment of employees' and shareholders' interests is linked to multi-year business plans. Shared ownership has long proven to be a key differentiator for the Group in the professional services markets where it operates. In addition to supporting a culture of client service excellence, JTC believes that its shared ownership model encourages greater employee engagement as demonstrated by the Company's excellent employee retention rates, with staff turnover of 5.7% in 2020 and an average of 7.6% over the last three years, under half that of the wider sector.
The awards will be satisfied by the transfer of existing Ordinary Shares held by JTC PLC EBT to each participant. As such, this granting of shares under the EIP is non-dilutive to the existing shareholders of the Group. The transfer of existing Ordinary Shares from the EBT to all current Group employees will take place on 22 July 2021.
The full charge of c.£20m will be reflected in the Group's profit and loss account as staff costs but will be treated as a non-underlying item and will have no cash impact on the Group.
The Committee has approved a grant of an award of shares under the EIP to all current permanent employees of the Group and this is the first award since the EIP was adopted by the Board in 2018. Participants' individual awards are determined according to a points system based on seniority, length of service and individual performance. A summary of the principal terms of the EIP is set out at appendix 1 to the AGM circular issued on 22 April 2021.
Each award is separated into two tranches: 50% being an 'upfront' award which vests at grant and 50% a deferred award in the form of a conditional right to receive shares on the first anniversary of grant, subject to the achievement of the applicable performance conditions.
Further options or share awards made at the discretion of the Committee following the date of this announcement are subject to the dilution limits applicable to the Company's Share Plans, which excludes shares purchased or subscribed for at market value by the JTC PLC Employee Benefit Trust.
Nigel Le Quesne, CEO of JTC, commented:
"JTC was one of the first professional services firms in our industry to recognise the importance of shared ownership in attracting and retaining high quality people, keeping them motivated and dedicated to delivering exceptional performance. In 1998, the management team seeded the first JTC Employee Benefit Trust, making all our employees 'owners' of the business. Subsequently JTC successfully implemented a number of additional equity incentive schemes further embedding our culture of 'Ownership for All'.
It was clear when the Company listed in March 2018 that our employee ownership culture would continue to be central to JTC's values, and the EIP was adopted as a replacement for the EBT. On behalf of the Board, I would like to express our most sincere thanks for the incredible hard work, resilience and commitment of the entire JTC team, not least over the trying period of the pandemic. We very much look forward to once again building on our achievements as we work together to create and deliver even more value in the years ahead."
The following notifications are intended to satisfy the Company's obligations under Article 19 of the Market Abuse Regulations.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | 1. Iain Johns 2. Jonathan Jennings 3. Michael Halloran 4. Richard Ingle
| |
2 | Reason for the notification | ||
a) | Position/Status: | 1. Group Head of Private Client Services and PDMR 2. Group Head of Institutional Client Services and PDMR 3. Global Head of Technology Strategy and PDMR 4. Chief Risk Officer and PDMR
| |
b) | Initial Notification/Amendment: | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | JTC PLC | |
b) | LEI: | 213800DVUG4KLF2ASK33 | |
4. | Details of 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: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
b) | Nature of the transaction: | Grant and vest of share awards under the JTC PLC Employee Share Plan | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nil | 1. 14,276 2. 11,246 3. 2,030 4. 762
| ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 22 July 2021 | |
f) | Place of the Transaction: | Outside trading venue | |
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | 1. Iain Johns 2. Jonathan Jennings 3. Michael Halloran 4. Richard Ingle
| |
2 | Reason for the notification | ||
a) | Position/Status: | 1. Group Head of Private Client Services and PDMR 2. Group Head of Institutional Client Services and PDMR 3. Global Head of Technology Strategy and PDMR 4. Chief Risk Officer and PDMR
| |
b) | Initial Notification/Amendment: | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name: | JTC PLC | |
b) | LEI: | 213800DVUG4KLF2ASK33 | |
4. | Details of 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: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
b) | Nature of the transaction: | Grant of conditional share awards under the JTC PLC Employee Incentive Plan | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nil | 1. 14,276 2. 11,245 3. 2,030 4. 761
| ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 22 July 2021 | |
f) | Place of the Transaction: | Outside trading venue | |
Enquiries:
JTC PLC +44 (0) 1534 700 000
Nigel Le Quesne, Chief Executive Officer
Martin Fotheringham, Chief Financial Officer
David Vieira, Chief Communications Officer
Camarco +44 (0)20 3757 4985
Geoffrey Pelham-Lane
Georgia Edmonds
Monique Perks
About JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all of our stakeholders. Our purpose is to maximise potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
www.jtcgroup.com