Director/PDMR Shareholding

RNS Number : 8082F

Genuit Group PLC

23 March 2022

 

Genuit Group plc (the "Company" or "Genuit")

Notification of Transactions by Persons Discharging Managerial Responsibilities

The Company announces that it received notification on 22 March 2022 of changes in the interests of Joe Vorih, Chief Executive Officer, and a director of the Company, and Matt Pullen, Chief Operating Officer, and a director of the Company, in the Ordinary Shares of £0.001 each in the Company ("Shares"), as set out below.

Certain buy-out arrangements were agreed by the Remuneration Committee of the Company to partially compensate both Joe Vorih and Matt Pullen for bonus and/or long-term incentive awards which were forfeited on leaving their previous employers; in Joe Vorih's case, Spectris, and in Matt Pullen's case, British Gypsum, part of the Saint-Gobain Group. The buy-out arrangements were structured in accordance with the principles set out in the Company's approved Remuneration Policy, in particular that they should be of comparable commercial value to the incentives which have been forfeited.

Joe Vorih, Chief Executive Officer

The buy-out arrangements for Joe Vorih comprise replacement share awards for both his 2020 and 2021 Spectris Long Term Incentive Plan ("LTIP") awards, which lapsed in connection with his joining the Company, as follows: 

1.  With regards to the 2020 Spectris LTIP award, an award over 175,081 shares (calculated based on the maximum number of Spectris shares eligible to vest converted to Genuit shares using the 28 February 2022 share prices, being the day Joe commenced employment with the Company). The number of shares eligible to vest will be determined by the proportion of the 2020 Spectris LTIP that vests. The structure of this award mirrors what was forfeited on leaving Spectris, albeit the conversion into Genuit shares on joining provides alignment with Genuit shareholders.

2.  With regards to the 2021 Spectris LTIP award, an award over 124,683 Genuit shares (calculated based on the maximum number of Spectris shares eligible to vest converted to Genuit shares using the 28 February 2022 share prices). These shares will be eligible to vest based on the performance condition applicable to the 2021 Genuit LTIP award (as detailed on pages 88 and 89 of the Genuit Group plc 2020 Annual Report and Accounts (in the name of Polypipe Group plc)). This approach recognises that only a relatively short proportion of the performance period has run its course and so provides clear alignment with wider Genuit employees and shareholders.

The vesting dates for each award mirror those in place at Spectris, as set out below, and there is an expectation that to the extent that the above awards vest, a minimum proportion is retained towards satisfying the Company's share ownership guidelines.

Type of award	Grant date	Number of Shares	Expected Vesting Date*
Deferred shares	22 March 2022	175,081	25 March 2023
Deferred shares	22 March 2022	124,683	17 March 2024

* Vesting will take place at the later of the above date and the date of determining the extent to which the performance conditions have been met.

Matt Pullen, Chief Operating Officer

The buy-out arrangements for Matt Pullen comprise replacement share awards in compensation for the 2021 bonus and the share awards he had earned that were forfeited on joining the Company, as follows: 

1.  With regards to the compensation for the 2021 bonus of £82,230 forfeited on leaving employment with Saint-Gobain to join Genuit, an award over 12,347 Genuit shares which will vest immediately. The number of Genuit shares was calculated using the Genuit share price on the day Matt commenced employment with the Company on 1 November 2021.

2.  With regards to the share awards forfeited, a replacement share award over 30,640 Genuit shares. The shares forfeited are replaced by an equivalent value of Genuit shares (calculated based on the maximum number of Saint-Gobain shares converted to Genuit shares using the 1 November 2021 share price). The quantum of this award has been structured to replicate the Saint-Gobain awards forfeited and can be adjusted by the Committee to ensure that in the event there would be any performance related clawback, then this can be replicated in what ultimately vests.

The vesting dates for each award are as set out below.

Type of award	Grant date	Number of Shares	Expected Vesting Date*
Deferred shares	22 March 2022	12,347	22 March 2022
Deferred shares	22 March 2022	30,640	22 March 2023

* Vesting will take place at the later of the above date and the date of determining the extent to which the performance conditions have been met.

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

The following disclosure is made in accordance with Article 19 of the UK 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	Joe Vorih
2	Reason for the notification
a)	Position/status	Chief Executive Officer/Director and PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Genuit Group plc
b)	LEI	2138005IF1N2RKJ6KO18
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 GB00BKRC5K31
b)	Nature of the transaction	Grant of nil-cost options over 299,764 shares in connection with recruitment to the role of Chief Executive Officer
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 299,764
d)	Aggregated information - Aggregated volume - Price	299,764 Nil
e)	Date of the transaction	22 March 2022
f)	Place of the transaction	Outside a Trading Venue

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	Matt Pullen
2	Reason for the notification
a)	Position/status	Chief Operating Officer/Director and PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Genuit Group plc
b)	LEI	2138005IF1N2RKJ6KO18
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 GB00BKRC5K31
b)	Nature of the transaction	Grant of nil-cost options over 42,987 shares in connection with recruitment to the role of Chief Operating Officer
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 42,987
d)	Aggregated information - Aggregated volume - Price	42,987 Nil
e)	Date of the transaction	22 March 2022
f)	Place of the transaction	Outside a Trading Venue

23 March 2022

Contact:

Emma Versluys  01138 315315 

Company Secretary

 

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