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25 Feb 2013 17:34
25 February 2013
Premier Foods plc (the "Company")
Share Interests of directors and Persons Discharging Managerial Responsibilities (PDMRs)
The following notifications are made in accordance with DR 3.1.4R(1)(a).
1) 2013 Long Term Incentive Plan
On 22 February 2013 (the "Grant Date") executive directors of the Company were granted Performance Share Awards over ordinary shares of 10p each in the Company under the Premier Foods Long Term Incentive Plan (the "LTIP Plan"), as set out below.
Director | Number of shares subject to options |
Gavin Darby | 1,477,572 |
Mark Moran | 672,823 |
Performance Share Awards are structured as nil cost options to acquire shares for nil consideration. They will normally vest and become exercisable under the LTIP Plan on the third anniversary of the Grant Date and remain exercisable until the day before the fifth anniversary of the Grant Date, subject to the participant continuing to hold an office or employment within the group and the achievement of two independent performance conditions, comprising a share price based target that will apply to two-thirds of the total number of shares held under an award and an absolute earnings per share based target that will apply to one-third of the total number of shares held under an award. No consideration was paid for the grant of the Performance Share Awards and no consideration shall be payable when a Performance Share Award is exercised.
2) Restricted Stock Plan
On 22 February 2013 the PDMRs listed in the below table were granted awards over ordinary shares of 10p each in the Company (the "RS Awards") under the Premier Foods Restricted Stock Plan (the "RS Plan").
PDMR | Number of shares subject to options |
Brian Carlton | 227,176 |
Ian Deste | 284,960 |
Richard Johnson | 211,081 |
Mark Hughes | 239,616 |
Andrew McDonald | 211,081 |
Bob Spooner | 369,393 |
Mark Vickery | 217,440 |
The RS Plan enables awards to be made to group management who are not directors of the Company. No consideration was paid for the grant of the RS Awards and no consideration shall be payable when an RS Award is exercised.
3) CEO Co-investment Award
On appointment as CEO on 4 February 2013 it was agreed that Gavin Darby would acquire shares worth 100% of salary and that the Company would match this investment with a share award worth 200% of salary as soon as practical following the release of the Company's results for 2012. Mr Darby purchased 750,268 Shares on 21 February 2013 and accordingly on 22 February 2013 Mr Darby was awarded a nil cost option (the "Co-investment Award") over a maximum number of up to 1,477,572 ordinary shares of 10p each in the Company.
The Co-investment Award will vest in three equal tranches on the first, second and third anniversaries of the grant date. Each tranche of the Co-investment Award is subject to performance criteria agreed with the Company's Remuneration Committee and Gavin Darby's continuing employment until the relevant vesting date. To the extent that any tranche of the Co-investment Award does not become exercisable then it shall lapse. The Co-investment Award will remain exercisable until 30 June 2017. No consideration was paid for the grant of the Co-investment Award and no consideration shall be payable when the Co-investment Award is exercised.
Enquiries
For further information contact:
Andrew McDonald
General Counsel & Company Secretary
Tel: 01727 815850
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