Last checked at 6 Apr 2020 16:45
Spire Healthcare Group plc
6 April 2020
Notification of Transactions of Persons Discharging Managerial Responsibilities
This notification is made in accordance with DTR 3.1.4R (1) (a) of the Disclosure Rules and Transparency Rules.
Grant of Deferred Share Bonus Plan Awards
Spire Healthcare Group plc (the "Company") announces that on 6 April 2020, awards (the DSBP Awards) were granted over the Company's ordinary shares in the form of nil-cost options to the Directors named below, under the Spire Healthcare Group plc Deferred Share Bonus Plan (the "DSBP").
Under the DSBP, Executive Directors are required to defer a proportion of their gross cash bonus into shares in the Company for a period of three years. The Directors listed below have the following interest in shares as deferred share bonus awards under the DSBP:
Director | Percentage deferral of 2019 gross cash bonus* | Deferred Shares |
Justin Ash | 50% | 170,833 |
Jitesh Sodha | 33% | 73,140 |
* As disclosed in the 2019 Annual Report and Accounts
The share price used to determine the number of Deferred Shares subject to award was 81.0 pence, the mid-market closing share price over the dealing day on 3 April 2020.
The DSBP Awards will vest on the third anniversary of the grant date on 6 April 2023, subject to the conditions set out in the 2019 Annual Report and Accounts including continued employment. Upon vesting, the options will remain exercisable until 5 April 2030.
Grant of 2020 Long Term Incentive Plan awards
The Company further announces that, on 6 April 2020, a performance share award (the "LTIP Award") was granted over the Company's ordinary shares in the form of nil cost options to the following Executive Directors in the Company, under the rules of the Spire Healthcare Group plc Long Term Incentive Plan ("LTIP").
Director Maximum number of shares under Award
Justin Ash 1,028,046
Jitesh Sodha 660,289
The number of shares set out above represents 150% of each Executive Director's base salary and is the maximum number which may vest under the LTIP Awards following the end of the performance period (31 December 2022). The shareholder approved Remuneration Policy permits awards of up to 200% of base salary.
The actual number of shares which vest will depend on the extent to which the relevant performance conditions have been satisfied.
The performance conditions applicable to the LTIP Awards will be based as follows:
· 40% on relative total shareholder return (TSR) performance;
· 20% on adjusted earnings per share (EPS) performance; and
· 40% on two Operational Excellence measures.
Further details of these performance conditions are disclosed on the Company's website and details of the LTIP in the 2019 Directors' Remuneration Report.
The share price used to determine the number of shares under the LTIP Awards was 89.7 pence being the average of the middle market quotation over the 30 trading days ending on 3 April 2020.
The transaction place is London.
Notes:
1) The 2020 awards described above will also be subject to a further two-year holding period.
2) As previously disclosed, Justin Ash and Jitesh Sodha also have interests in awards granted under the Long Term Incentive Plan during 2018 and 2019. Details of these can be found in the Company's 2019 Annual Report and Accounts.
3) The actual number of shares which vest will depend on the extent to which the relevant performance conditions are satisfied in due course.
Name of contact and telephone number for queries:
Philip Davies
Deputy Company Secretary
Spire Healthcare Group plc
Tel: 07803 508348
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
|
| ||
a) | Name
| Justin Ash | |
2 | Reason for the notification | ||
a) | Position/status
| 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
| Spire Healthcare Group plc | |
b) | LEI | 213800IBJPW3SE2RA350
| |
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 1 pence each
GB00BNLPYF73 | |
b) | Nature of the transaction | Grant of performance share awards under the Company's Deferred Share Bonus Plan | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 107,833 | ||
| |||
d) | Aggregated information - Aggregated volume - Price | As above | |
e) | Date of the transaction | 2020-04-06 | |
f) | Place of the transaction | XLON | |
|
| ||
a) | Name
| Jitesh Sodha | |
2 | Reason for the notification | ||
a) | Position/status
| 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
| Spire Healthcare Group plc | |
b) | LEI | 213800IBJPW3SE2RA350
| |
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 1 pence each
GB00BNLPYF73 | |
b) | Nature of the transaction | Grant of performance share awards under the Company's Deferred Share Bonus Plan | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 73,140 | ||
| |||
d) | Aggregated information - Aggregated volume - Price | As above | |
e) | Date of the transaction | 2020-04-06 | |
f) | Place of the transaction | XLON | |
|
| ||
a) | Name
| Justin Ash | |
2 | Reason for the notification | ||
a) | Position/status
| 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
| Spire Healthcare Group plc | |
b) | LEI | 213800IBJPW3SE2RA350
| |
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 1 pence each
GB00BNLPYF73 | |
b) | Nature of the transaction | Grant of performance share awards under the Company's Long Term Incentive Plan | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 1,028,046 | ||
| |||
d) | Aggregated information - Aggregated volume - Price | As above | |
e) | Date of the transaction | 2020-04-06 | |
f) | Place of the transaction | XLON | |
|
| ||
a) | Name
| Jitesh Sodha | |
2 | Reason for the notification | ||
a) | Position/status
| 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
| Spire Healthcare Group plc | |
b) | LEI | 213800IBJPW3SE2RA350
| |
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 1 pence each
GB00BNLPYF73 | |
b) | Nature of the transaction | Grant of performance share awards under the Company's Long Term Incentive Plan | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 660,289 | ||
| |||
d) | Aggregated information - Aggregated volume - Price | As above | |
e) | Date of the transaction | 2020-04-06 | |
f) | Place of the transaction | XLON | |