4 Apr 2017 11:30
Merlin Entertainments plc
4 April 2017
NOTIFICATION OF TRANSACTIONS OF
PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
PERFORMANCE SHARE PLAN
2017 GRANT and VESTING OF 2013 AWARD
2017 Performance Share Plan Awards
Merlin Entertainments plc was advised that on 30 March 2017 the following named persons were granted the following nil cost Share Awards ("Awards") over Ordinary Shares of 1 pence each in the Company under the Company's Performance Share Plan ("PSP").
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
PDMR | Position | Number of Conditional Awards under the PSP * | Number of Unconditional Awards under the PSP ** |
Nick Varney | Chief Executive Officer | 315,947 | NIL |
Anne-Francoise Nesmes | Chief Financial Officer | 182,330 | NIL |
Mark Allsop | Chief Digital Marketing and Information Officer | 54,409 | 9,892 |
Natalie Bickford | Group HR Director | 56,190 | 10,216 |
Mark Fisher | Chief Development Officer | 62,191 | 11,307 |
John Jakobsen | Chief New Openings Officer | 62,191 | 11,307 |
Matthew Jowett | General Counsel and Company Secretary | 56,190 | 10,216 |
Nick Mackenzie | Managing Director - Midway Operating Group | 62,191 | 11,307 |
Fraser Montgomery | Group Commercial Director | 46,306 | 8,419 |
Hans Aksel Pedersen | Managing Director - LEGOLAND Parks Operating Group | 65,796 | 11,963 |
Justin Platt | Managing Director - Resort Theme Parks Operating Group | 54,409 | 9,892 |
* The Conditional Awards are subject to the performance conditions set out below.
EPS performance condition (50% of award) | |||
EPS growth | % of award vesting |
Vesting will be calculated on a straight-line basis between threshold and maximum performance.
EPS growth will be calculated by comparing EPS for the financial year ending December 2019 with EPS for the financial year ending December 2016 | |
Below threshold | 0% | ||
Threshold | 7% p.a. | 10% | |
Maximum | 14% p.a. | 50% | |
ROCE performance condition (50% of award) | |||
Average ROCE | % of award vesting |
Vesting will be calculated on a straight-line basis between threshold and maximum performance.
Average ROCE will be calculated as an average of ROCE for the three financial years ending December 2017, 2018 and 2019 | |
Below threshold | 0% | ||
Threshold | 9% | 12.5% | |
Maximum | 13% | 50% | |
** The Unconditional Awards granted are not subject to the satisfaction of any Performance Conditions and the rules of the Plan apply in all other respects.
In the event of a material health and safety breach by the Group during the period between grant and vesting of these Awards, the Remuneration Committee may reduce the number of shares which would otherwise vest as a result of the EPS and ROCE performance conditions to ensure that the vesting outcome is appropriate.
All the Awards listed above are, in normal circumstances, conditional until 30 March 2020 when, subject to the terms of the PSP and satisfaction of the relevant performance conditions, the Awards will unconditionally vest. No payment is due from the PDMR to the Company on vesting.
Vesting of 2013 Performance Share Plan Awards
The Company announces that, as a result of the relevant performance conditions having being partially satisfied, the awards granted in November 2013 and April 2014 (in one case) under the Company's PSP vested in part on 1 April 2017. The overall vesting percentage for these awards was 46.5%.
Following such vesting, the following persons (PDMRs) sold the following ordinary shares at a price of 476.9014 pence per share.
As noted below, these individuals sold a proportion of the shares that vested in order to satisfy their income tax and national insurance liabilities arising on vesting.
The following sets out the shares that vested on 1 April 2017, the number of shares sold following such vesting and, following such sales, the respective beneficial holdings in the Company to which voting rights are attached for each of the persons listed below:
PDMR | Number of 2013 PSP Awards vesting *** | Number of Shares sold to meet tax liabilities | Total Shareholding after sale | Holding % of Issued Share Capital |
Nick Varney | 270,273 | 128,196 | 6,619,900 | 0.649% |
Anne-Francoise Nesmes | NIL | NIL | 4,500 | 0.000% |
Mark Allsop | 42,444 | 20,133 | 80,157 | 0.008% |
Natalie Bickford | NIL | NIL | NIL | 0.000% |
Mark Fisher | 70,741 | 33,554 | 2,282,385 | 0.224% |
John Jakobsen | 70,741 | 33,554 | 909,010 | 0.089% |
Matthew Jowett | NIL | NIL | NIL | 0.000% |
Nick Mackenzie | 70,741 | 33,554 | 1,401,731 | 0.137% |
Fraser Montgomery | 25,495 | 12,093 | 126,402 | 0.012% |
Hans Aksel Pedersen | 22,942 | 8,686 | 296,206 | 0.029% |
Justin Platt | 22,942 | 10,882 | 72,998 | 0.007% |
*** includes accrued dividends
For further information please contact:
Matthew Jowett
General Counsel and Company Secretary
Merlin Entertainments plc
00 44 1202 634955
4 April 2017