Director/PDMR Shareholding

International Distribution Svcs PLC

05 June 2024

 

International Distribution Services plc                                   

(Incorporated in England and Wales)

Company Number: 8680755

LSE Share Code: IDS

ISIN: GB00BDVZYZ77

LEI: 213800TCZZU84G8Z2M70

5 June 2024

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility

International Distribution Services plc (IDS or the Company) announces that on 4 June 2024 Directors / Persons Discharging Managerial Responsibility (PDMRs) were granted share awards under the following existing incentive plans:

-     IDS Long-Term Incentive Plan (LTIP)

-     IDS Deferred Share Bonus Plan (DSBP)

1.   IDS LTIP Award 2024

The LTIP looks forward three years (to the 2026/27 financial year) and is designed to incentivise PDMRs to deliver the key long-term priorities relevant for their role, aligned to shareholder and stakeholder interests. Whilst the share awards are granted now, vesting of the awards is conditional on the Company achieving, over the next three years, the stretching performance conditions provided for in the LTIP and, as noted below, will be subject to a mandatory two-year holding period before they are received by the PDMRs. The shares subject to these conditional performance-based awards are ordinary shares in IDS.

The metrics against which the conditional performance-based awards will be assessed will be included in the 2023-24 Annual Report and Accounts (ARA). Information on performance against those metrics will be referenced in the Company's 2026-27 ARA.

The Company's three PDMRs, Martin Seidenberg, Michael Snape and Mark Amsden, are entitled to a grant of conditional performance-based share awards under the LTIP, details of which are set out in the notification of dealing forms below. If the conditions are met in the ordinary course, the normal vesting date for the shares will be 4 June 2027. If the conditions are not met, or only partly met, then the conditional share awards would lapse in whole or in part. 106,525 shares under the award granted to Martin Seidenberg are subject to shareholder approval of an increase in the LTIP award limit at the Company's 2024 Annual General Meeting. If approval is not given, that part of the award will lapse.

Any shares that vest in 2027 will be subject to an additional, mandatory, two-year holding period, making a total period of five years post grant. In addition, Executive Directors are expected to retain any share-based awards until they achieve a shareholding equivalent to 200 per cent of salary, whilst other PDMRs are expected to retain any share-based awards until they achieve a shareholding equivalent to 100 per cent of salary.

If EP Group's takeover offer for IDS is successful, these conditional performance-based share awards will vest early upon the change of control of IDS, in accordance with the rules of the LTIP. As set out in the Co-operation Agreement between EP Group and IDS, it is the current intention of the IDS Remuneration Committee to assess whether or not the performance conditions are satisfied on, or shortly before, the change of control, and to apply time pro-rating rounded up to the nearest whole financial year.

No consideration was paid for the grant of these conditional performance-based share awards. For the purposes of this award, the three-day average share price immediately preceding the date of grant of £3.351 was used.

2.   IDS DSBP Award 2024

Along with most FTSE businesses, IDS operates a Short-Term Incentive Plan (STIP), effectively an annual bonus scheme. The outcome for the 2024 STIP for Executive Directors will be set out in the Company's 2023-24 ARA. The Company's three PDMRs received a bonus in relation to IDS group-wide performance and the delivery of strategic priorities in FY 2023-24.

The rules of the STIP require participants to defer a third of their earned bonus into shares under the DSBP. As a result, awards under the DSBP were made to the three PDMRs on 4 June 2024. These awards were granted as conditional share awards, the normal vesting date of which is 4 June 2027.

If EP Group's takeover offer for IDS is successful, these conditional share awards will vest early and in full upon the change of control of IDS, in accordance with the rules of the DSBP.

No consideration was paid for the grant of these conditional share awards. For the purposes of this award, the three-day average share price immediately preceding the date of grant of £3.351 was used.

The below notifications, made in accordance with the requirements of the UK Market Abuse Regulation, give further detail.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Michael Snape
2	Reason for the notification
a)	Position/status	Group 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	International Distribution Services plc
b)	LEI	213800TCZZU84G8Z2M70
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 £0.01 each in International Distribution Services plc GB00BDVZYZ77
b)	Nature of the transaction	Grant of a conditional performance-based share award under the International Distribution Services plc Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 217,975
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	4 June 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Martin Seidenberg
2	Reason for the notification
a)	Position/status	Group 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	International Distribution Services plc
b)	LEI	213800TCZZU84G8Z2M70
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 £0.01 each in International Distribution Services plc GB00BDVZYZ77
b)	Nature of the transaction	Grant of a conditional performance-based share award under the International Distribution Services plc Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 426,103
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	4 June 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mark Amsden
2	Reason for the notification
a)	Position/status	Group General Counsel and Company Secretary
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	International Distribution Services plc
b)	LEI	213800TCZZU84G8Z2M70
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 £0.01 each in International Distribution Services plc GB00BDVZYZ77
b)	Nature of the transaction	Grant of a conditional performance-based share award under the International Distribution Services plc Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 94,594
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	4 June 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Michael Snape
2	Reason for the notification
a)	Position/status	Group 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	International Distribution Services plc
b)	LEI	213800TCZZU84G8Z2M70
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 £0.01 each in International Distribution Services plc GB00BDVZYZ77
b)	Nature of the transaction	Grant of a conditional share award under the International Distribution Services plc Deferred Share Bonus Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 11,035
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	4 June 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Martin Seidenberg
2	Reason for the notification
a)	Position/status	Group 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	International Distribution Services plc
b)	LEI	213800TCZZU84G8Z2M70
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 £0.01 each in International Distribution Services plc GB00BDVZYZ77
b)	Nature of the transaction	Grant of a conditional share award under the International Distribution Services plc Deferred Share Bonus Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 75,795
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	4 June 2024
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Mark Amsden
2	Reason for the notification
a)	Position/status	Group General Counsel and Company Secretary
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	International Distribution Services plc
b)	LEI	213800TCZZU84G8Z2M70
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 £0.01 each in International Distribution Services plc GB00BDVZYZ77
b)	Nature of the transaction	Grant of a conditional share award under the International Distribution Services plc Deferred Share Bonus Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 35,918
d)	Aggregated information - Aggregated volume - Price	N/A N/A
e)	Date of the transaction	4 June 2024
f)	Place of the transaction	Outside a trading venue

Enquiries:

Investor Relations

John Crosse

Email: [e-mail]

Media Relations

Jenny Hall

Phone: [phone]

Email: [e-mail]

Greg Sage

Phone: [phone]

Email: [e-mail]

Royal Mail press office: [e-mail]

Company Secretary

Mark Amsden

Email: [e-mail]

 

END