Reach Plc Regulatory News (RCH)

Trinity Mirror plc

14 March 2016

Trinity Mirror plc (the "Company")

Grant of Awards under the Trinity Mirror Long Term Incentive Plan 2012 and the Restricted Share Plan

Long Term Incentive Plan 2012 (the "LTIP")

The independent trustee (the "Trustee") of the Trinity Mirror Employees' Benefit Trust based in Jersey (the "Trust") notified the Company that on 11 March 2016 it granted Awards under the LTIP to acquire ordinary shares in the capital of the Company in the form of nil-cost options to Persons Discharging Managerial Responsibility ("PDMR") within the Company, in the amounts set out below.

Under the terms of the LTIP, Awards would normally vest on the third anniversary of their date of grant subject to the satisfaction of conditions relating to the performance of the Company over the three financial years to which an award relates (the Performance Period")

Upon vesting, Awards are subject to a holding period of a further two years. During the holding period restrictions will apply to the sale or other disposal of the shares.

During the holding period, the Awards will be subject to the malus provisions of the LTIP rules (the "Rules") which would allow for forfeiture of all of the shares or a reduction in the number released in circumstances as set out in the Rules.

The Awards will be exercisable based on two performance measures. 60% of the Shares under Award depend on the satisfaction of an Absolute TSR Condition. 40% of the Shares under Award depend on the satisfaction of a Net Cash Flow Condition.

Under the Absolute TSR condition:

· An Award will be exercisable over 0% of the Absolute TSR shares if the Company's share price is 180p or below.

· An Award will be exercisable over 100% of the Absolute TSR shares if the Company's share price is 280p or above; and

If the Company's share price is between 180p and 280p, the number of Shares over which the Award will be exercisable will be determined by straight-line interpolation between these two points.

Whether a target share price has been achieved will be determined by reference to the Company's volume-weighted average share price over the final quarter of the Performance Period. The share price for these purposes includes dividends reinvested over the performance period.

In addition, for an Award to become exercisable over the TSR award shares, the Remuneration Committee ("Committee") must be satisfied that the Company's share price performance is a genuine reflection of the underlying business performance of the Company over the Performance Period. When assessing whether they are satisfied that the Company's share price performance is a genuine reflection of the Company's business performance the Committee will take into account factors including revenues, free cash flow, change in net debt over the period (each based on the audited results), as well as the Company's 3-year TSR relative to the TSR of relevant listed indices. The Committee will consider both a quantitative and qualitative analysis of the performance and will take account of any relevant internal and external factors to help ensure that unexpected events during the period are considered properly.

Under the Net Cash Flow Condition:

· An Award will be exercisable over 0% of the Net Cash Flow Shares if the cumulative adjusted Net Cash Flow for the whole of the Performance Period is at or below £205 million.

· An Award will be exercisable over 100% of the Net Cash Flow Shares if the cumulative adjusted Net Cash Flow for the whole of the Performance Period reaches or exceeds £240 million. 

If the Company's cumulative Adjusted Net Cash Flow for the whole of the Performance Period is between £205 million and £240 million then the number of Net Cash Flow Shares will be determined by straight-line interpolation between these two points. 

Adjusted Net Cash Flow is defined as the net cash flows generated by the business before the payment of dividends, and before any cash outflows in relation to items that have been treated as non-recurring in the financial statements.

In assessing the Adjusted Net Cash Flow, the Remuneration Committee may, if appropriate in exceptional circumstances include or exclude other payments, for example, pension payments over and above the agreed funding plan to better reflect underlying business performance.

The Remuneration Committee may adjust the Net Cash Flow Condition as it considers appropriate including but not limited to where the Company or Group has bought or sold businesses or companies to maintain the same level of difficulty and the Remuneration Committee may adjust for unbudgeted items which are wholly outside management control.

The total exercise price payable on any exercise of a LTIP award is £1. Nothing is paid for the grant of the award.

The base price for calculating the level of award was 148.83p, the average market closing price between 8 and 10 March 2016.

The following new LTIP awards were made:

Restricted Share Plan ("RSP")

The Trustee of the Trust further notified the Company that on 11th March 2016 it had granted Restricted Share Awards under the RSP to each of the executive directors of Trinity Mirror plc listed below.

Under the terms of the Trinity Mirror executive directors' annual bonus scheme, 50% of any bonus is payable in cash and the remaining 50% is paid through the award of Restricted Shares. This award of the Restricted Shares follows the determination by the Remuneration Committee of the Board of the Company that, under the performance conditions of the 2015 scheme, a bonus at 34.6% of maximum (equivalent to 25.95% of base salary) was payable. An award of Restricted Shares equal in value to 17.3% of maximum (equivalent to 12.975% of base salary) was therefore recommended to the Trustees.

The executive director is the beneficial owner of the Restricted Shares but the shares are held in trust by the Trustee who remains the legal owner until the shares are released at the end of a three year holding period (the Restricted Period").

During the Restricted Period, the executive director may not sell or otherwise dispose of the Restricted Shares, cannot vote the restricted shares and will not receive any dividends on the Restricted Shares.

During the Restricted Period, the Restricted Shares will be subject to the malus provisions of the RSP rules (the "Rules") which would allow for forfeiture of all of the shares or a reduction in the number released in circumstances as set out in the Rules.

An additional award of Restricted Shares equal in value to any dividends paid during the Restricted Period may be made on the release of the Award.

The base price for calculating the level of Award was 148.83p, the average market closing price on between 8 and 10 March 2016.

Enquiries