Last checked at 6 Jul 2020 14:01
Director/PDMR Shareholding
Marks and Spencer Group plc (the 'Company') announces that on 6 July 2020 it was notified of the following transactions in the Company's Ordinary 25p shares undertaken by director / persons discharging managerial responsibility ('PDMRs'):
1. Performance Share Plan Award 2020/21
As reported within the Company's Annual Report on 26 May 2020, the Performance Share Plan ('PSP') continues to be Marks & Spencer's primary long-term incentive plan for executives. As a result, awards under the PSP have been made to the seven PDMRs of the Company.
These awards were granted as conditional shares, the vesting of which is subject to the satisfaction of certain performance conditions, as well as the continued employment of the participant. Specifically, the vesting of the award will depend on relative Total Shareholder Return (TSR), the Company's Earnings Per Share (EPS), Return on Capital Employed (ROCE) and Strategic Measures over a fixed three-year performance period starting on the first day of the financial year in which the award was granted.
As disclosed in the Company's 2020 Annual report, after careful consideration, and as a direct impact of the current unprecedented trading and financial environment, target setting for the 2020 awards has been delayed until appropriately stretching but realistic goals can be set. Targets for these awards will be set and disclosed no later than 31 December 2020.
On vesting, the award is subject to an additional, mandatory two-year holding period, making a total period of five years post grant. The value of dividends accrued, in the form of dividend equivalents, will be paid at the end of the period (third anniversary) based on the number of vested shares. No consideration was paid for the grant of the award and no price is payable on the exercise of the award. For the purposes of this award, the five-day average share price immediately preceding the date of grant of £1.00 was used.
2. Restricted Share Plan
As announced, on 11 February 2020 and in line with the Company's recruitment policy Eoin Tonge, Chief Financial Officer, has been granted an award of conditional shares, this award compensates, on a fair value basis, the share awards forfeited on resigning from his role with Greencore Group PLC. The fair value has been calculated to take account of the original performance period and the estimated satisfaction of the performance conditions of the original awards. The vesting timeline for the first tranche of this award is in-line with the time horizons of the original awards, for the remaining tranches the original time horizon has been extended by six months. For the purposes of this award, the five-day average share price immediately preceding the date of grant of £1.00 was used.
Conditional shares granted | Vesting Date | End of Post Vesting Holding Period |
526,168 | 10 December 2020 | 10 December 2022 |
526,168 | 24 June 2022 | 24 June 2024 |
263,084 | 19 June 2023 | 19 June 2025 |
The value of dividends accrued, in the form of dividend equivalents, will be paid on the vesting date based on the number of vested shares. No consideration was paid for the grant of the award and no price is payable on the exercise of the award. For the purposes of this award, the grant was made at a share price of £1.00. The Company requires Eoin Tonge to have an equity position equivalent to 200% of salary within 5 years of appointment.
Stuart Machin, Managing Director, Food, was granted a conditional share award of 100,000 shares under the Marks and Spencer Group Restricted Share Plan.
This award will vest in two tranches over three years following the date of grant, subject to Stuart's continued employment with the Company.
The value of dividends accrued, in the form of dividend equivalents, will be paid on the vesting date based on the number of vested shares. No consideration was paid for the grant of the award and no price is payable on the exercise of the award. For the purposes of this award, the five-day average share price immediately preceding the date of grant of £1.00 was used. The Company requires Stuart Machin to have an equity position equivalent to 100% of salary within 5 years of appointment.
The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.
1. Performance Share Plan
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | S Rowe | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (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 | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction)
| ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | E Tonge | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Chief Financial Officer) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | S Berendji | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Retail, Operations & Property Director) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | P Friston | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (International Director) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | S Machin | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Managing Director, Food) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | R Price | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Managing Director, Clothing & Home) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | K Bickerstaffe | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Chief Strategy & Transformation Director) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
2. Restricted Share Plan
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | E Tonge | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Chief Financial Officer) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Restricted Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | S Machin | ||||
2 | Reason for the notification | |||||
a) | Position/status | PDMR (Managing Director, Food) | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Marks and Spencer Group plc | ||||
b) | LEI | 213800EJP14A79ZG1X44 | ||||
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 25p shares
ISIN: GB0031274896 | ||||
b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Restricted Share Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
| n/a (single transaction) | ||||
e) | Date of the transaction | 2020-07-06 | ||||
f) | Place of the transaction | Grant of options occurred outside a trading venue | ||||