Last checked at 12 Apr 2023 07:00
12 April 2023
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Vesting and Grant of Performance Share Plan Awards
2020 PSP Awards Vesting
Further to the announcement of the Company's full year results for the year ended 31 December 2022 and following approval by the Remuneration Committee, JTC confirms the vesting of awards of Ordinary shares of £0.01 each in the Company ("Ordinary Shares") granted to Directors and certain persons discharging managerial responsibilities ("PDMRs") under JTC's Performance Share Plan (the "PSP") (the "2020 Awards"), as follows:
Name of Director / PDMR | Number of Shares Vested |
Nigel Le Quesne | 99,762 |
Martin Fotheringham | 72,684 |
Wendy Holley | 13,658 |
Iain Johns | 13,658 |
Further details of the achievement of the performance conditions applicable to the 2020 Awards will be provided in the Company's forthcoming Annual Report and Accounts for the year ended 31 December 2022.
The 2020 Awards will be satisfied by the transfer of existing Ordinary Shares held by JTC PLC EBT to each Participant. The 2020 Awards are subject to a two-year holding period from the date of vesting.
The notification set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation ("UK MAR").
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | 1. Nigel Le Quesne 2. Martin Fotheringham 3. Wendy Holley 4. Iain Johns
| |
2 | Reason for the notification | ||
a) | Position/Status: | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer 4. Group Head of Private Client Services 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: | Vesting of awards granted under the PSP | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
1. Nil 2. Nil 3. Nil 4. Nil
| 1. 99,762 2. 72,684 3. 13,658 4. 13,658 | ||
d) | Aggregated volume: Price: | N/A
| |
e) | Date of the Transaction: | 6 April 2023 | |
f) | Place of the Transaction: | Outside a trading venue | |
Grant of Conditional 2023 PSP Awards
In accordance with the requirements of Market Abuse Regulation Article 19, JTC announces that it has made PSP Awards over Ordinary Shares to certain of its directors and PDMRs (the "2023 Awards") as described below.
Name of Director / PDMR | Number of Conditional Shares Awarded |
Nigel Le Quesne | 139,187 |
Martin Fotheringham | 99,646 |
Wendy Holley | 77,243 |
Iain Johns | 45,936 |
Dean Blackburn | 43,816 |
Richard Ingle | 8,028 |
No consideration was paid for the grant of the 2023 Awards, which are structured as conditional share awards in accordance with the PSP rules. Nigel Le Quesne, Martin Fotheringham and Wendy Holley's 2023 Awards vest dependent on the achievement of relative Total Shareholder Return ("TSR") and absolute Earnings Per Share ("EPS") performance conditions measured over the three-year performance period, from 01.01.2023 to 31.12.2025.
Iain Johns, Dean Blackburn and Richard Ingle's 2023 Awards vest dependent on the achievement of TSR, EPS and Group Business Plan performance conditions measured over a three-year performance period, from 01.01.2023 to 31.12.2025.
To the extent that the Performance Conditions are not satisfied, the relevant part of the 2023 Awards shall lapse.
In addition, the 2023 Awards are further subject to an underpin performance condition that the extent of vesting reflects the overall performance of the Company over the three-year performance period. When making this determination the Committee will have full discretion to ensure that the final outcome is warranted based on the performance of the Company in the light of all relevant factors to ensure there have been no windfall gains.
The 2023 Awards are additionally subject to a two-year holding period following the date of vesting during which a dividend equivalent will accrue in the form of additional shares to the extent the awards vest, as calculated on a re-investment basis.
The 2023 Awards, which are subject to the Malus and Clawback conditions of the PSP, will ordinarily vest on the date on which the Committee determines the extent to which the performance conditions have been satisfied at the end of the three year performance period.
Further details of the conditions applicable to the 2023 Awards and the remuneration arrangements for the Executive Directors are contained in Annual Report and Accounts for the year ended 31 December 2022.
The notification set out below is provided in accordance with the requirements of Article 19 of the UK MAR.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||
a) | Name: | 1. Nigel Le Quesne 2. Martin Fotheringham 3. Wendy Holley 4. Iain Johns 5. Dean Blackburn 6. Richard Ingle
| |
2 | Reason for the notification | ||
a) | Position/Status: | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer 4. Group Head of Private Client Services and PDMR 5. Group Head of Institutional Client Services and PDMR 6. 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 award under the PSP | |
c) | Price(s) and volume(s): | Price(s) | Volume(s) |
Nominal price of £0.01 per share | 1. 139,187 2. 99,646 3. 77,243 4. 45,936 5. 43,816 6. 8,028
| ||
d) | Aggregated volume: Price: | N/A | |
e) | Date of the Transaction: | 11 April 2023 | |
f) | Place of the Transaction: | Outside trading venue | |
For further information please contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
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 our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
www.jtcgroup.com