Implementation of LTIP and PDMR dealing

RNS Number : 3110R

Accrol Group Holdings PLC

05 March 2021

 

05 March 2021

Accrol Group Holdings plc

("Accrol", the "Group" or the "Company")

Implementation of Long Term Incentive Plan and PDMR dealing

Accrol (AIM: ACRL), the UK's leading independent tissue converter, announces the implementation of a new Long Term Incentive Plan ("LTIP") together with an initial grant under the LTIP to the executive Directors and certain senior management.

The LTIP has been established to incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.

Background

The existing Management Incentive Plan ("MIP") which has been in place since May 2018, was designed around the Company's then turnround plan, with awards that matched management's business turnaround achievements.  No further grants of options have been made under the MIP since those made in May 2018, and no further awards will be made under the MIP.

The new LTIP will be based on market standard annual awards and will incentivise the senior management team after the current MIP ceases in April 2021.

The LTIP will be limited to a maximum of 5% of the issued share capital of the Company over its five year life, and individual awards ranging between 100% and 150% of base salaries in any one year.

All awards made under the LTIP will be made by the granting of nil-cost options established in accordance with the rules of the LTIP and vesting is subject to adjusted EBITDA targets measured over the three financial year period commencing on the date of grant.

The Remuneration Committee has discretion to amend these terms to take account of, for example, corporate activities such as acquisitions to ensure that the performance targets remain appropriate. Malus and clawback provisions are also in place to reduce or recover any awards for criteria such as any material misstatement of the financial statements, a serious breach of the Company's code of ethics or a serious health and safety issue.

Award size, performance conditions and dilution

On 05 March 2021, options over 3,082,823 shares in aggregate (the " 2021 Awards") were granted under the LTIP, including those set out below which were granted to directors and other persons discharging managerial responsibility:

Director / PDMR	Role	Number of shares over which 2021 Awards made
Dan Wright	Executive Chairman	362,903
Gareth Jenkins	Chief Executive Officer	907,258
Richard Newman	Chief Financial Officer	554,435

The 2021 Awards are subject to the below Adjusted EBITDA targets measured over the performance period ending on 30 April 2023 and are summarised below:

Adjusted EBITDA for FY2023	Percentage of the 2021 Award that may vest
Less than £27.0m	0%
Between £27.0m and £29.7m	between 25% and 100%
£29.7m or greater	100%

If the maximum targets are met in FY23, the total dilutive impact of the 2021 Awards will be c.1.0%. The maximum aggregate dilutive effect including unexercised options which still exist under the MIP over 3.6% of the issued share capital of the Company, will therefore be 4.6%.  In the event that the LTIP is utilised in full, then this potentially dilutive impact will increase to a maximum of 8.6% of the Company's current issued share capital.

For further information, please contact:
Accrol Group Holdings plc
Dan Wright, Executive Chairman	Via Belvedere Communications
Gareth Jenkins, Chief Executive Officer
Zeus Capital Limited (Nominated Adviser & Broker)
Dan Bate / Jordan Warburton	Tel: [phone]
Dominic King / John Goold	Tel: [phone]
Liberum Capital Limited (Joint Broker)	Tel: [phone]
Clayton Bush / Edward Thomas
Belvedere Communications Limited
Cat Valentine	Tel: [phone]
Keeley Clarke	Tel: [phone]
Llew Angus	Tel:  [phone]
	[e-mail]

Overview of Accrol

Accrol Group Holdings plc is a leading tissue converter and supplier of toilet tissues, kitchen rolls and facial tissues to many of the UK's leading discounters and grocery retailers across the UK. Following the recent acquisition of a state-of-the-art tissue converter based in Leicester, the Group now operates from five sites, including four in Lancashire, which generate revenues totalling c.16% of the £1.7bn UK retail tissue market.

The below information and notification is made in accordance with the EU Market Abuse Regulation.

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	Dan Wright
2	Reason for the notification
a)	Position/status	Executive Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Accrol Group Holdings plc
b)	LEI	213800MC56M5G69RJ226
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 ISIN: GB00BZ6VT592
b)	Nature of the transaction	Grant of options over ordinary shares under the Company's new LTIP
c)	Price(s) and volume(s)	a)  Volume: 362,903 Price :  £0.001
d)	Aggregated information - Aggregated volume - Price	a)  Price :  £0.001 Volume: 362,903
e)	Date of the transaction	a)  05 March 2021
f)	Place of the transaction	a)  Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Jenkins
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	Accrol Group Holdings plc
b)	LEI	213800MC56M5G69RJ226
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 ISIN: GB00BZ6VT592
b)	Nature of the transaction	Grant of options over ordinary shares under the Company's new LTIP
c)	Price(s) and volume(s)	a)  Volume: 907,258 Price :  £0.001
d)	Aggregated information - Aggregated volume - Price	a)  Price :  £0.001 Volume: 907,258
e)	Date of the transaction	a)  05 March 2021
f)	Place of the transaction	a)  Off market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Richard Newman
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	Accrol Group Holdings plc
b)	LEI	213800MC56M5G69RJ226
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 ISIN: GB00BZ6VT592
b)	Nature of the transaction	Grant of options over ordinary shares under the Company's new LTIP
c)	Price(s) and volume(s)	a)  Volume: 554,435 Price :  £0.001
d)	Aggregated information - Aggregated volume - Price	a)  Price :  £0.001 Volume: 554,435
e)	Date of the transaction	a)  05 March 2021
f)	Place of the transaction	a)  Off market transaction

 

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