21 Mar 2018 13:50
Polypipe Group plc (the "Company")
Notification of Transaction by Persons Discharging Managerial Responsibilities
The Company announces that it received notification on 21 March 2018 of changes in the interests of Paul James, Chief Financial Officer and a director of the Company, in the Ordinary Shares of £0.001 each in the Company ("Shares"), as set out below.
Certain buy-out arrangements were agreed by the Remuneration Committee of the Company to partially compensate Paul James for bonus and long-term incentive awards which were forfeited when he left his previous employer, Dixons Carphone plc. The buy-out arrangements were structured in accordance with the principles set out in the Company's approved Remuneration Policy, in particular that they should be of comparable commercial value to the incentives which have been forfeited.
The buy-out arrangements comprise:
1. A bonus payment of an estimated equivalent value to the bonus Mr. James would have received from his previous employer in relation to the year of his departure. To provide alignment with shareholders, the compensatory bonus award was granted on 21 March 2018 wholly in the form of Shares (structured as a nil cost option) as set out below. These Shares will vest in two equal tranches on the second and third anniversaries of Mr. James's appointment, subject to continued employment but no further performance conditions.
Number of Shares | Date of Vesting |
27,445* | 5 March 2020 |
27,445* | 5 March 2021 |
*these elements qualify for additional Shares in respect of the Company's dividends with a record date after the date Mr. James commenced employment with the Company.
The number of Shares awarded has been calculated using the average of the middle market closing price of the Company for the three dealing days starting on 16 March 2018.
The buy-out award will be reduced (down to zero, as the case may be) to take account of: (a) the actual bonus payable to Mr. James in respect of the financial year ending 30 April 2018; (b) any payments which Mr. James receives from his previous employer under its bonus arrangements; and/or (c) relevant malus events.
2. An award of Shares (structured as a nil cost option) on 21 March 2018 of an estimated equivalent value to the shares Mr. James would have received from his previous employer in relation to a Restricted Share Award due to vest in 2020. The compensatory share award will vest on the same date that the original Restricted Share Award would have vested, subject to continued employment but no further performance conditions.
Number of Shares | Date of Vesting |
30,755 | 30 June 2020 |
The number of Shares awarded has been calculated using the average of the middle market closing prices of both the Company and Dixons Carphone plc for the three dealing days starting on 16 March 2018.
The Company confirms that, under Listing Rule 9.4.2 (2), the awards set out above do not require prior shareholder approval.
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Paul James
| ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Chief Financial Officer/Director and PDMR | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Polypipe Group plc | ||||
b)
| LEI
| 2138005IF1N2RKJ6KO18 | ||||
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 Shares of £0.001 each
GB00BKRC5K31
| ||||
b)
| Nature of the transaction
| Grant of nil-cost options over 85,645 shares in connection with recruitment to the role of Chief Financial Officer | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
85,645
Nil
| ||||
e)
| Date of the transaction
| 21 March 2018 | ||||
f)
| Place of the transaction
| Outside a Trading Venue | ||||
21 March 2018
Contact:
Emma Versluys 01709 770000
Company Secretary