Director/PDMR Shareholding

RNS Number : 7868Z

Polypipe Group PLC

31 May 2016

 

Polypipe Group plc (the "Company")

Notification of Transaction by Persons

Discharging Managerial Responsibilities

Pursuant to the notification obligations under Disclosure and Transparency Rule 3.1.4R, the Company hereby notifies the following change in the interests of directors and persons discharging managerial responsibility ("PDMRs") in Ordinary Shares of £0.001 each in the Company ("Shares").

Grant of Long Term Incentive Plan award

The Company confirms that on 31 May 2016, in accordance with its shareholder approved Remuneration Policy and to align the interests of the Senior Management Team with shareholders, it granted to the following PDMR an award (structured as a nil-cost option) under the rules of the Polypipe Group plc 2014 Long Term Incentive Plan (the "LTIP"). This award, which has been granted in respect of the financial year beginning on 1 January 2016, is over the following maximum number of Shares in the Company:

Name/Position	Maximum number of Shares	Market value of  Shares awarded
Martin Payne/Chief Financial Officer	77,743	£250,800 (88% of salary*)

*the LTIP has been reduced from 100% of salary on a pro-rata basis to reflect the part of the 2016 financial year which has elapsed prior to Mr. Payne commencing employment with the Company.

The vesting of this award is subject to the satisfaction of the following performance conditions, both of which will be measured over a three year performance period:

1.   25% of the maximum potential award is based on a Total Shareholder Return (the "TSR element") performance condition with a threshold of 25% of the TSR element reached on achieving median and 100% for achieving upper quartile performance relative to the Total Shareholder Return of the companies in a comparator group (consisting of companies in the FTSE 250 Index that are classified as Industrials by the Industry Classification Benchmark) and;

2.   75% of the maximum potential award is based on an Earnings per Share performance condition (the "EPS element") measured on a cumulative diluted basis with cumulative targets equivalent to growth of 5% p.a. required to reach the minimum threshold of 25% and 12% p.a. growth to reach the maximum of 100% against 2015 performance restated as to include a full year of Nuaire's contribution to earnings.

Subject to the satisfaction of the performance conditions the awards will normally vest on 31 May 2019 and remain exercisable until the tenth anniversary of the grant date.

Grant of other share awards

In addition, certain buy-out arrangements were agreed to partially compensate Martin Payne for bonus and long-term incentive awards which were forfeited when he left his previous employer Norcros plc.  The buy-out arrangements were structured in accordance with the principles set out in our Policy, in particular that they should be of comparable commercial value to the incentives which have been forfeited.

The buy-out arrangements comprise:

3.   A bonus payment of an estimated equivalent value to the bonus Mr Payne would have received from his previous employer in relation to the year of his departure. To provide alignment with shareholders, the compensatory bonus award was granted on 31 May 2016 wholly in the form of Polypipe shares (structured as a nil cost option) as set out below.  These shares will vest in two equal tranches on the second and third anniversaries of Mr Payne's appointment subject to continued employment but no further performance conditions.

Number of Shares	Date of Vesting
24,900*	16 May 2018
24,900*	16 May 2019

*these elements qualify for additional shares in respect of the Company's dividends with a record date after the date Mr Payne commenced employment with the Company.

The number of shares awarded has been calculated using the average of the middle market closing price of the Company for the three dealing days starting on 25 May 2016.

4.   An award of Polypipe shares (structured as a nil cost option) on 31 May 2016 of an estimated equivalent value to the shares Mr Payne would have received from his previous employer in relation to Approved Performance Share Plan (APSP) awards due to vest in 2016 and 2017 taking into account all relevant factors including time elapsed and performance to date for the APSP awards.  The compensatory share award will vest on the same dates that the original APSP awards would have vested, subject to continued employment but no further performance conditions.  No compensatory award was granted in respect of Mr Payne's APSP award due to vest in 2018.

Number of Shares	Date of Vesting
50,601	27 September 2016
23,684*	23 July 2017

*these elements qualify for additional shares in respect of the Company's dividends with a record date after the date Mr Payne commenced employment with the Company.

The number of shares awarded has been calculated using the average of the middle market closing prices of both the Company and Norcros plc for the three dealing days starting on 25 May 2016.

The buy-out awards will be reduced (down to zero, as the case may be) to take account of the benefit to Mr. Payne in the event that he receives any payments in respect of, or is able to benefit from, awards made by his previous employer under its bonus arrangements and its APSP and/or relevant malus events.

The Company confirms that, under Listing Rule 9.4.2 (2), the awards set out above do not require prior shareholder approval.

Contacts:

Polypipe Group plc David Hall, Chief Executive Officer        [phone]

 

END

 

 

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