Last checked at 24 Apr 2024 17:09
TYMAN PLC
("Tyman" or the "Company" or the "Group")
DIRECTOR/PDMR SHAREHOLDINGS
Tyman plc announces that it has been notified of the following transactions in the Company's ordinary 5p shares ("Shares") undertaken by the Executive Directors and PDMRs, Rutger Helbing, CEO and Jason Ashton, CFO.
LONG TERM INCENTIVE PLAN (THE "LTIP")
Following the end of a closed period, the following awards over Shares were awarded under the Company's LTIP, in the form of nil cost options (the "2024 LTIP Awards"):
Name | Shares awarded1 |
Rutger Helbing | 314,575 |
Jason Ashton | 214,959 |
1 Number of shares calculated by reference to the 5-day average closing price prior to the date that shares were awarded (5 trading days ended 13th March 2024) of £2.861.
Vesting conditions in respect of the 2024 LTIP Awards
The vesting of the 2024 LTIP Awards is subject to the satisfaction of performance conditions set by the Remuneration Committee of the Company, as disclosed in the 2023 Annual Report and Accounts, published on 28 March 2024. 2024 LTIP Awards have a three-year vesting period. 2024 LTIP Awards are normally subject to continued employment. 2024 LTIP Awards granted to the Executive Directors that vest shall be subject to a compulsory holding period of five years from the "Award Date" of 14 March 2024.
Impact of the recommended offer for the Company
On 22 April 2024, the boards of Quanex Building Products Corporation ("Quanex") and Tyman announced (the "2.7 Announcement") that they reached agreement on the terms of a recommended cash and share offer, pursuant to which Quanex will acquire the entire issued and to be issued ordinary share capital of Tyman (the "Transaction"). In this section, all capitalised terms used shall have the same meaning as in the 2.7 Announcement and the Cooperation Agreement for the Scheme, as agreed between Tyman and Quanex, unless expressly defined otherwise.
Pursuant to the terms agreed by Quanex and Tyman, the 2024 LTIP Awards were granted subject to additional terms that: (i) notwithstanding rules 12.1 and 12.2 of the LTIP rules, the 2024 LTIP Awards will not vest early on the Court Sanction Date; and (ii) the 2024 LTIP Awards will automatically lapse on the Effective Date if the Effective Date occurs prior to the Normal Vesting Date (as defined in the LTIP rules and to occur in March 2027) of such 2024 LTIP Awards.
On the lapsing of the 2024 LTIP Awards, due to the additional terms referred to in the paragraph above, and the occurrence of the Effective Date, Quanex agreed that, as soon as reasonably practicable after the Effective Date, Quanex shall grant to all individuals who:
(a) are Tyman Employees immediately prior to the Effective Date and who have not given or received notice of termination of employment prior to that time; and
(b) held outstanding 2024 LTIP Awards immediately prior to the Effective Date,
(each a "Replacement Award Participant") an award under the Quanex Omnibus Incentive Plan (the "Replacement Awards"). The Replacement Awards will be granted pursuant to those terms set out in the Cooperation Agreement which can be found here: https://www.tymanplc.com/investor-relations/recommended-offer-for-tyman-by-quanex.
Timetable and Awards Outstanding
The details of the Awards are set out below:
1
| Details of the persons discharging managerial responsibilities / person closely associated
| |||
a)
| Names
| i. RUTGER HELBING ii. JASON ASHTON
| ||
2
| Reason for the notification: AWARD OF OPTIONS
| |||
a)
| Position/status
| i. CHIEF EXECUTIVE OFFICER ii. 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
| TYMAN PLC | ||
b)
| LEI
| 213800AAFUV5PKGQU848 | ||
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 | ORDINARY SHARES OF 5P EACH
| ||
Identification code | ISIN NUMBER:GB00B29H4253 | |||
b)
| Nature of the transaction | NIL COST OPTIONS GRANTED SUBJECT TO PERFORMANCE CONDITIONS UNDER TYMAN PLC LONG TERM INCENTIVE PLAN | ||
c) | Prices (s) and volume(s) | Price | Volume | |
i. | Nil | 314,575 | ||
ii. | Nil | 214,959 | ||
d)
| Aggregated information | |||
- Aggregated volume | - 529,534
| |||
- Price | - Nil | |||
e)
| Date of the transaction
| 14 March 2024 | ||
f)
| Place of the transaction | OUTSIDE OF TRADING VENUE | ||
This disclosure is made in accordance with Article 19 of EU Market Abuse Regulation No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
24 April 2024
Enquiries: | |
Tyman plc | 020 7976 8000 |
Peter Ho - General Counsel & Company Secretary | www.tymanplc.com |