Grant of Awards under Long-Term Incentive Plans

RNS Number : 9411Y

Headlam Group PLC

14 September 2020

 

14 September 2020

Headlam Group plc

(the 'Company')

Grant of awards under Long-Term Incentive Plans

Deferred Bonus Plan ('DBP')

On 11 September 2020, the Company granted awards in the form of nil-cost options over a total of 56,751 ordinary shares of 5 pence each in the Company ('Ordinary Shares') under the Company's DBP (the '2020 DBP') to the following Executive Directors:

Executive Director / PDMR	Role	Amount of Bonus Deferred (£)	Number of Ordinary Shares over which options granted
Steve Wilson	Chief Executive	91,817	32,675
Chris Payne	Chief Financial Officer	67,654	24,076

As detailed in the 2019 Annual Report and Accounts, under the DBP, one-third of any annual bonus amount awarded to Executive Directors is deferred into a right to acquire Ordinary Shares at nil-cost. The 2020 DBP options will not vest until the second anniversary of the grant date, and are subject to a dividend equivalent in the form of shares, calculated on a re-investment basis. The number of Ordinary Shares over which the awards were granted was calculated based on a share price of 281 pence per Ordinary Share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list.

Performance Share Plan ('PSP')

On 11 September 2020, the Company granted awards in the form of nil-cost options over a total of 495,567 Ordinary Shares under the Company's PSP (the '2020 PSP'), to the following Executive Directors and Persons Discharging Managerial Responsibility ('PDMR'):

Executive Director/ PDMR	Role	Number of Ordinary Shares over which options granted
Steve Wilson	Chief Executive	140,694
Chris Payne	Chief Financial Officer	103,669
PDMR	Role	Number of Ordinary Shares over which options granted
Adrian Harris	UK Operations Director	87,117
Darryl Price	Commercial Director	66,644
Sue LaVerne	People Director	53,315
Catherine Miles	Director of Communications	28,435
Karen Atterbury	Company Secretary	15,693

As detailed in the 2019 Annual Report and Accounts, the PSP awards vest dependent on the achievement of performance conditions measured over a three-year performance period. PSP awards to Executive Directors are additionally subject to a two-year holding period following the vesting date. During the holding period, the awards will accrue a dividend equivalent in the form of shares, calculated on a re-investment basis.

The number of Ordinary Shares over which the awards were granted was calculated based on a share price of 281 pence per Ordinary Share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list.

As a result of the impact of the COVID-19 pandemic, the Remuneration Committee has set altered performance conditions for the 2020 PSP awards to those outlined in the 2019 Annual Report and Accounts, which was approved and printed prior to the full emergence of the pandemic, the national UK lock-down, and associated impact on financial performance.

The underlying basic EPS growth performance condition has been removed, and the 2020 PSP awards have been granted subject to a performance condition based 100% on the Company's Total Shareholder Return ('TSR') over the three-year performance period relative to the TSRs of the constituents of the FTSE SmallCap Index (excluding investment trusts).  Threshold vesting (25%) will be achieved for median performance, and vesting will increase on a straight-line basis to full vesting for upper quartile performance (or better).

In addition, the awards are further subject to an underpin performance condition (the 'Underpin Performance Condition') that the extent of vesting reflects the overall financial performance of the Company over the three-year performance period. When making this determination the Remuneration Committee will have full discretion to ensure that the final outcome is warranted based on the performance of the Company in the light of all relevant factors to ensure there have been no windfall gains.

The revised performance conditions for the 2020 PSP awards are consistent with the Company's approved Directors' Remuneration Policy. Full details will be provided in the 2020 Annual Report and Accounts.

The awards, which are subject to the Malus and Clawback conditions of the PSP, will ordinarily vest on the date on which the Company's Remuneration Committee determines the extent to which the TSR performance condition and the Underpin Performance Condition have been satisfied.

Enquiries:

Headlam Group plc Steve Wilson, Chief Executive Chris Payne, Chief Financial Officer Catherine Miles, Director of Communications	Tel: [phone] Email: [e-mail]
Investec Bank plc (Corporate Broker) David Flin / Alex Wright	Tel: [phone]
Panmure Gordon (UK) Limited (Corporate Broker) Erik Anderson / Dominic Morley / Ailsa Macmaster	Tel: [phone]
Alma PR (Financial PR) Rebecca Sanders-Hewett / Susie Hudson / Harriet Jackson	Tel: [phone] [e-mail]

Notification and public disclosure of transactions by PDMRs and persons closely associated with them

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Steve Wilson
2.	Reason for the notification
a)	Positio n/ status	Chief Executive
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Deferred Bonus Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 32,675
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Chris Payne
2.	Reason for the notification
a)	Positio n/ status	Chief Financial Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Deferred Bonus Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 24,076
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Steve Wilson
2.	Reason for the notification
a)	Positio n/ status	Chief Executive
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 140,694
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Chris Payne
2.	Reason for the notification
a)	Positio n/ status	Chief Financial Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 103,669
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Adrian Harris
2.	Reason for the notification
a)	Positio n/ status	UK Operations Director
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 87,117
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Darryl Price
2.	Reason for the notification
a)	Positio n/ status	Commercial Director
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 66,644
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Sue LaVerne
2.	Reason for the notification
a)	Positio n/ status	People Director
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 53,315
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Catherine Miles
2.	Reason for the notification
a)	Positio n/ status	Communication Director
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 28,435
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Karen Atterbury
2.	Reason for the notification
a)	Positio n/ status	Company Secretary
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer
a)	Name	Headlam Group plc
b)	LEI	213800I4AZZUJEYX9O90
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 £0.05 each.
b)	Identification code	ISIN: GB0004170089
c)	Nature of the transaction	Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan
d)	Price(s) and volume(s)	Price(s) Volume(s) N/A 15,693
e)	Aggregated information -  Volume -  Price	N/A
f)	Date of the transaction	11 September 2020
g)	Place of the transaction	Outside a trading venue

 

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