LTIP Options and Vesting of CSOP Shares

RNS Number : 7102Q

Lords Group Trading PLC

30 June 2022

 

For immediate release

30 June 2022

Lords Group Trading plc

('Lords', the 'Group' or the 'Company')

Award of Options under LTIP

Vesting of CSOP Shares

Lords, a leading distributor of building materials in the UK, announces that the Group's Remuneration Committee has approved the award of options over an aggregate 238,949 Ordinary Shares of 0.5 pence each in the Company ('Ordinary Shares') under the Lords Long Term Incentive Plan (the 'LTIP') to Chris Day, the Company's Chief Financial Officer, in the form of both paid and nil cost share options ('Awards').

The LTIP is part of the Group's incentive arrangements stated at the time of the Company's IPO in July 2021, recognising the importance of ensuring that all Directors align closely with the success of the Group in the medium and long-term.  As such, the Awards are subject to the following performance conditions, subject to Remuneration Committee discretion.

Award Performance Conditions

The performance target attached to 50 per cent. of the Awards is based on the Group's adjusted earnings per share ('EPS') achieving a 5% compound growth rate from FY22 (12 months ended 31 December 2022) to FY24 (12 months ended 31 December 2024).

The performance target attached to the remaining 50 per cent. of the Awards is based on the Group's total shareholder return ('TSR') performance, as compared to an AIM index comparator group, from FY22 to FY24.  The TSR element of the Award will not vest if the Group performs below the median of the comparator group, with the full Award being made if the Group outperforms the upper quartile of the comparator group, with option vesting between those two points on a straight-line basis.

The Awards will vest and be exercisable anytime from 1 April 2025 until 30 June 2027.  179,212 of the options over Ordinary Shares will have an exercise price of 83.7 pence per Ordinary Share, with the remaining 59,737 options being nil cost share options.

Vesting of CSOP Shares

The Company also announces the exercise of options to subscribe for an aggregate of 3,986,499 new Ordinary Shares which have been exercised under the Group's existing Company Share Option Plan ('CSOP') which was in place prior to the Group's IPO.  As set out in the Company's Admission Document at the time of the IPO in July 2021, the existing CSOP awards did not vest at IPO and the awards were instead continued through the IPO reorganisation on terms similar to those originally set to ensure the ongoing retention of the CSOP participants.  At the time of grant, the CSOP was the Company's only incentive plan and was implemented with the intention of retaining the participants and incentivising them to deliver on the Group's key financial metrics.

Chris Day (Chief Financial Officer) and Tim Holton ( Group Acquisition and Integration Director ) have exercised CSOP options over 2,619,835 and 1,366,664 Ordinary Shares, respectively.  The exercise price of the CSOP Options is 0.5 pence per Ordinary Share.  No further options will be granted under this CSOP scheme, however a number of existing options remain outstanding under the CSOP, per the Group's Admission Document at IPO, with the number of options vesting subject to future Group performance conditions.

As a result of the exercise of CSOP options, application has been made for the 3,986,499 new Ordinary Shares to be admitted to trading on AIM, and it is expected that Admission will occur at 8.00 a.m. on or around 5 July 2022. Following Admission of the new Ordinary Shares, the Company's issued ordinary share capital will comprise 162,511,371 Ordinary Shares, none of which are held in treasury.

Therefore, following Admission of the new Ordinary Shares, the total number of Ordinary Shares with voting rights in the Company will be 162,511,371, which may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules

- Ends -

FOR FURTHER ENQUIRIES:

Lords Group Trading plc	Via Buchanan
Shanker Patel, Chief Executive Officer	Tel: [phone]
Chris Day, Chief Financial Officer
Cenkos Securities plc (Nominated Adviser and Joint Broker)	Tel: [phone]
Ben Jeynes / Max Gould / Dan Hodkinson (Corporate Finance)
Alex Pollen (Sales)

Berenberg (Joint Broker) Matthew Armitt / Richard Bootle / Ciaran Walsh	Tel: [phone]
Buchanan Communications	Tel: [phone]
Henry Harrison-Topham / Stephanie Whitmore/ Kim Looringh-van Beeck / Abby Gilchrist	[e-mail]

The following notifications are intended to satisfy the Company's obligations under Article 19(3) of the Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Chris Day
2	Reason for notification
a)	Position/Status	CFO
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Lords Group Trading plc
b)	LEI	9845009A4D87F1CE5145
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 and identification code	a)  Nil cost share options b)  Options with an exercise price of 83.7 pence per share c)  Shares exercised under the Group's CSOP ISIN: GB00BM9CLS53
b)	Nature of transaction	Conditional award of new ordinary shares pursuant to Lords Group LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) a)  Nil b)  83.7 pence c)  0.5 pence a)  59,737 b)  179,212 c)  2,619,835
d)	Aggregated information	n/a
e)	Date of transaction	30 June 2022
f)	Place of transaction	Outside of a trading venue
1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Tim Holton
2	Reason for notification
a)	Position/Status	Group Acquisition and Integration Director, PDMR
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Lords Group Trading plc
b)	LEI	9845009A4D87F1CE5145
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 and identification code	a)  Shares exercised under the Group's CSOP ISIN: GB00BM9CLS53
b)	Nature of transaction	Conditional award of new ordinary shares pursuant to Lords Group LTIP
c)	Price(s) and volume(s)	Price(s) Volume(s) a)  0.5 pence a)  1,366,664
d)	Aggregated information	n/a
e)	Date of transaction	30 June 2022
f)	Place of transaction	Outside of a trading venue

 

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