Award of Options and ESOP Trust Transactions

Wynnstay Group PLC

02 February 2024

 

AIM: WYN

WYNNSTAY GROUP PLC

("Wynnstay" or "the Company")

Award of Options and ESOP Trust Transactions

Wynnstay, the agricultural and specialist merchanting group, announces the award of options ("Options") on 1 February 2024 over ordinary shares of 25p each in the Company ("Ordinary Shares"), approved under the terms of the established Wynnstay Performance Share Plan (the "Plan").

The Options offer the recipients the entitlement to acquire a maximum number of Ordinary Shares ("Award Shares") on or after 31 October 2026 at nil cost, subject to the Company achieving the following minimum reported performance criteria:

1.

75% of the Award Shares will vest if the Company's Earnings Per Share ("EPS") grows at an annual rate exceeding the rate of growth of the Retail Price Index ("RPI") plus 8%. Where this growth is not met, provided EPS grows at an annual rate of at least RPI plus 1%, 30% of the Award Shares tested under the EPS target will vest. Between these criteria, the Award Shares will vest on a straight-line basis.

2.

25% of the Award Shares will vest if the Company's Return on Capital Employed ("ROCE") is 12.6% for the financial year ending 31 October 2026. Where this target is not met, provided a minimum ROCE employed of 10% is met, the Award Shares will vest between these two criteria on a straight-line basis.

The total number of Award Shares over which Options have been granted amounts to 285,036 including 146,210 granted to Persons Discharging Managerial responsibility (PDMR), as follows:

Name	Title	Maximum number of Award Shares
Gareth Davies	Chief Executive Officer	86,426
Rob Thomas Claire Williams	Group Finance Director Company Secretary	49,352 10,432

The Remuneration Committee has responsibility for determining the award of Options and the performance targets under the Plan. 

ESOP Trust Transactions

On 1 February 2024, the Company's ESOP Trust issued 6,974 and 3,664 Ordinary Shares to Gareth Davies, CEO and Claire Williams, Company Secretary, respectively in relation to the Plan.

Following these transactions, Gareth Davies, Chief Executive Officer, has a total beneficial interest in 57,117 Ordinary Shares, representing 0.25% of the issued share capital of the Company, and Claire Williams, Company Secretary, has a total beneficial interest in 6,922 Ordinary Shares, representing 0.03% of the issued share capital of the Company.

In addition on 1 February 2024, the Company's ESOP Trust issued a further 20,532 Ordinary Shares for nil consideration to certain employees, who were recipients of the 2020 PSP

Following these transactions, the Company's ESOP Trust has a total interest in 95,852 Ordinary Shares, representing 0.42% of the issued share capital of the Company.

Following these transactions and for the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules, the total number of Ordinary Shares in issue will be 22,980,232 with each share carrying the right to one vote. There are no shares held in treasury. Therefore, the total number of voting rights in the Company at Admission will be 22,980,232.

The above figure may be used by shareholders in the Company 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 share capital of the Company under the Disclosure and Transparency Rules.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Wynn Davies
2	Reason for the notification
a)	Position/status	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	Wynnstay Group plc
b)	LEI	213800TOLA726AITR960
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 25 pence each in the Company GB0034212331
b)	Nature of the transaction	Award of Options under the Company's Performance Share Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 86,426 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A (single transactions)
e)	Date of the transactions	01/02/2024
f)	Place of the transaction	Outside of a trading venue.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Rob Thomas
2	Reason for the notification
a)	Position/status	Group Finance Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Wynnstay Group plc
b)	LEI	213800TOLA726AITR960
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 25 pence each in the Company GB0034212331
b)	Nature of the transaction	Award of Options under the Company's Performance Share Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 49,352 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A (single transactions)
e)	Date of the transactions	01/02/2024
f)	Place of the transaction	Outside of a trading venue.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Claire Alexander Williams
2	Reason for the notification
a)	Position/status	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	Wynnstay Group plc
b)	LEI	213800TOLA726AITR960
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 25 pence each in the Company GB0034212331
b)	Nature of the transaction	Award of Options under the Company's Performance Share Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 10,432 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A (single transactions)
e)	Date of the transactions	01/02/2024
f)	Place of the transaction	Outside of a trading venue.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Wynn Davies
2	Reason for the notification
a)	Position/status	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	Wynnstay Group plc
b)	LEI	213800TOLA726AITR960
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 25 pence each in the Company GB0034212331
b)	Nature of the transaction	(1)  Exercise of Options to receive Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0 pence per share 6,974 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A (single transactions)
e)	Date of the transactions	01/02/2024
f)	Place of the transaction	(1)  Outside of a trading venue.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Claire Alexander Williams
2	Reason for the notification
a)	Position/status	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	Wynnstay Group plc
b)	LEI	213800TOLA726AITR960
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 25 pence each in the Company GB0034212331
b)	Nature of the transaction	(1)  Exercise of Options to receive Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0 pence per share 3,664 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A (single transactions)
e)	Date of the transactions	01/02/2024
f)	Place of the transactions	(1)  Outside of a trading venue.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Wynnstay ESOP Trust (the "ESOP")
2	Reason for the notification
a)	Position/status	Gareth Davies and Rob Thomas, both directors of the Company, are trustees of the ESOP
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Wynnstay Group plc
b)	LEI	213800TOLA726AITR960
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 25 pence each in the Company GB0034212331
b)	Nature of the transaction	(1)  Fulfilment of PSP options for Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 0 pence per share 44,918 Ordinary Shares
d)	Aggregated information - Aggregated volume - Price	N/A single transactions
e)	Date of the transactions	(1)  01/02/2024 (2)
f)	Place of the transactions	(1) Outside of a trading venue.

Enquiries:

Wynnstay Group plc	Gareth Davies, Chief Executive Rob Thomas, Group Finance Director	T: 1691 827 142
KTZ Communications	Katie Tzouliadis / Robert Morton	T: 020 3178 6378
Shore Capital (Nomad and Broker)	Stephane Auton / Tom Knibbs / Rachel Goldstein (Corporate Advisory) Henry Willcocks (Corporate Broking)	T: 020 7408 4090

 

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