Director/PDMR Shareholding

Director/PDMR Shareholding

Next Fifteen Communications Plc

Next Fifteen Communications Group plc

(“Next 15” or the “Company”)

Director/PDMR Shareholdings

Next 15 announces that on 2 May 2017 the following awards of performance shares were made under the Next Fifteen Communications Group plc Long-term Incentive Plan 2015 (‘2015 LTIP’):

Name	Â	Number of shares subject to the award
Tim Dyson		162,597
Peter Harris		75,367

The awards are expected to vest if certain performance conditions are met. The performance conditions for the Plan are based on an adjusted earnings-per-share measure and a range of strategic KPI measures over a period of five consecutive financial years, commencing with the current financial year. No consideration is payable on the grant or vesting of the awards.

Following review of the 2015 LTIP’s design and a period of consultation with the Company’s shareholders, the 2015 LTIP has been amended as outlined below:

• Awards will vest 20% per annum over 5 years subject to performance conditions and continued employment with no ‘bye year’.
• Vested awards must be held until released by the Company’s Remuneration Committee. Awards vesting in years 1, 2 and 3 will be released following publication of the Group’s financial statements for year 3 and those awards vesting in years 4 and 5 will be released following publication of the Group’s financial statements for year 5. Release of vested awards is subject to the awards not having lapsed, including under the 2015 LTIP’s leaver provisions. The existing EPS performance measure is retained however the inflation measure will be removed so that absolute EPS will account for 70% of the award. The remaining 30% is measured in relation to annual KPI measures.
• A transitional award had been proposed for awards made in FY18, to deal with the change from the old to the new structure which would mirror the future awards but with a vesting weighted differently.

In addition, as disclosed in the 2017 annual report and accounts, the awards made to Tim Dyson and Peter Harris on 17 October 2016 under the 2015 LTIP and Share Award Agreements with each director have been amended such that the ‘bye year’ has been removed and the performance period changed to three years rather than the best three of four years, which will accelerate the vesting of those existing LTIP awards by one year. The performance conditions otherwise remain unchanged.

Further details of the 2015 LTIP and the performance conditions will be available in the Company’s annual report and accounts for the year ending 31 January 2018.

Enquiries:

Next Fifteen Communications Group plc

Nick Lee Morrison, General Counsel & Company Secretary [phone]

Investec Bank plc [phone]

Keith Anderson / Matt Lewis / Dominic Emery

View source version on businesswire.com: http://www.businesswire.com/news/home/20170503005632/en/