Director/PDMR Shareholding

RNS Number : 3112L

Greencore Group PLC

11 January 2021

 

Notification of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them

  This form is required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) (including as incorporated into the laws of England and Wales)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	PATRICK COVENEY
2	Reason for the notification
a)	Position/status	Executive Director
b)	Initial Notification Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Greencore Group plc
b)	LEI	LEI: 635400GGBEWULJXM5868
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 ISIN: IE0003864109
b)	Nature of the transaction	AN AWARD IN RESPECT OF 1,005,796 ORDINARY SHARES OF £0.01 EACH IN GREENCORE GROUP PLC UNDER THE GREENCORE GROUP PLC 2013 PERFORMANCE SHARE PLAN ("THE PLAN"). VESTING OF THESE AWARDS IS SUBJECT TO STRETCHING Total Shareholder Return ('TSR') PERFORMANCE TARGETS MEASURED OVER THE PERIOD JANUARY 2021 TO JANUARY 2024 AS SET OUT IN the additonal information section below. vEstinG is also subject to two performance underpins,  both of which are also set out below. EXCEPT as OTHERWISE SPECIFIED IN THE RULES OF THE PLAN, UPON VESTING, OWNERSHIP OF THE SHARES WILL TRANSFER TO MR. PATRICK COVENEY WITHOUT PAYMENT AND SUBJECT TO HIS CONTINUED EMPLOYMENT BY GREENCORE GROUP PLC. ONCE VESTED, THE SHARES ARE SUBJECT TO A MANDATORY HOLDING PERIOD AS DETAILED below.  VESTED AWARDS MAY NOT BE SOLD DURING THE HOLDING PERIOD EXCEPT TO COVER associated TAX LIABILITIES. THE NUMBER OF AWARDS SUBJECT TO THE GRANT HAS BEEN REDUCED from the normal performance share plan award level of 200% of salary FOR MR. PATRICK COVENEY TO reflect the current share price and to MITIGATE AGAINST the potential for WINDFALL GAINs arising on vesting.
c)	Price(s) and volume(s)	Price(s) AWARD PRICE OF £1.1220 PER ORDINARY SHARE Volume(s) 1,005,796 ORDINARY SHARES OF £0.01 EACH
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	8 JANUARY 2021
f)	Place of the transaction	Outside a trading venue
g)	Additional Information	The  FY21 PSP Award, which is based on TSR, is designed to ensure there is a framework in place that reinforces shareholder value creation over the next three years.  The key design features of the proposed FY21 PSP award are set out below.  Tranche Weighting Return Index ('RI') Measurement Basis Year 1 15% 165p Average RI for the month preceding the first anniversary of grant Year 2 25% 219p Average RI for the month preceding the second anniversary of grant Year 3 60% 291p Average RI for the month preceding the third anniversary of grant base ri is 114.55p, being the average share price for the month preceding the date of grant. All three tranches will be subject to two performance underpins.  To the extent that the Absolute TSR hurdle set in relation to each tranche is met, the vesting of that tranche shall be subject to: 1.  A Relative TSR underpin whereby, in the event that Greencore's TSR over the relevant period is below the median TSR of its comparator GROUP, then the number of shares capable of vesting will be reduced by 50%; AND 2.  A discretionary assessment of Greencore's underlying performance by the REMUNERATION Committee.  A wide range of business factors will be considered in this assessment that reflect our strategic and operational priorities over the next three year period Following vesting of any shares, awards for executive DIRECTORS will be subject to a holding period requiring vested shares (net of tax) to be held until the fifth anniversary of grant. Malus and clawback provsions will apply AS per the Greencore remuneration policy.

Notification of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them

This form is required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) (including as incorporated into the laws of England and Wales)

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	EMMA HYNES
2	Reason for the notification
a)	Position/status	Executive Director
b)	Initial Notification Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Greencore Group plc
b)	LEI	LEI: 635400GGBEWULJXM5868
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 ISIN: IE0003864109
b)	Nature of the transaction	AN AWARD IN RESPECT OF 523,620 ORDINARY SHARES OF £0.01 EACH IN GREENCORE GROUP PLC UNDER THE GREENCORE GROUP PLC 2013 PERFORMANCE SHARE PLAN ("THE PLAN"). VESTING OF THESE AWARDS IS SUBJECT TO STRETCHING Total Shareholder Return ('TSR') PERFORMANCE TARGETS MEASURED OVER THE PERIOD JANUARY 2021 TO JANUARY 2024 AS SET OUT IN the additonal information section below. vEstinG is also subject to two performance underpins,  both of which are also set out below. EXCEPT as OTHERWISE SPECIFIED IN THE RULES OF THE PLAN, UPON VESTING, OWNERSHIP OF THE SHARES WILL TRANSFER TO MS. EMMA HYNES WITHOUT PAYMENT AND SUBJECT TO HER CONTINUED EMPLOYMENT BY GREENCORE GROUP PLC. ONCE VESTED, THE SHARES ARE SUBJECT TO A MANDATORY HOLDING PERIOD AS DETAILED below.  VESTED AWARDS MAY NOT BE SOLD DURING THE HOLDING PERIOD EXCEPT TO COVER associated TAX LIABILITIES. THE NUMBER OF AWARDS SUBJECT TO THE GRANT HAS BEEN REDUCED from the normal performance share plan award level of 150% of salary FOR MS EMMA HYNES TO reflect the current share price and to MITIGATE AGAINST the potential for WINDFALL GAINs arising on vesting.
c)	Price(s) and volume(s)	Price(s) AWARD PRICE OF £1.1220 PER ORDINARY SHARE Volume(s) 523,620 ORDINARY SHARES OF £0.01 EACH
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	8 JANUARY 2021
f)	Place of the transaction	Outside a trading venue
g)	Additional Information	The  FY21 PSP Award, which is based on TSR, is designed to ensure there is a framework in place that reinforces shareholder value creation over the next three years.  The key design features of the proposed FY21 PSP award are set out below.  Tranche Weighting Return Index ('RI') Measurement Basis Year 1 15% 165p Average RI for the month preceding the first anniversary of grant Year 2 25% 219p Average RI for the month preceding the second anniversary of grant Year 3 60% 291p Average RI for the month preceding the third anniversary of grant base ri is 114.55p, being the average share price for the month preceding the date of grant. All three tranches will be subject to two performance underpins.  To the extent that the Absolute TSR hurdle set in relation to each tranche is met, the vesting of that tranche shall be subject to: 1.  A Relative TSR underpin whereby, in the event that Greencore's TSR over the relevant period is below the median TSR of its comparator GROUP, then the number of shares capable of vesting will be reduced by 50%; AND 2.  A discretionary assessment of Greencore's underlying performance by the REMUNERATION Committee.  A wide range of business factors will be considered in this assessment that reflect our strategic and operational priorities over the next three year period Following vesting of any shares, awards for executive DIRECTORS will be subject to a holding period requiring vested shares (net of tax) to be held until the fifth anniversary of grant. Malus and clawback provsions will apply AS per the Greencore remuneration policy.

 

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