Director/PDMR Shareholding

RNS Number : 6239D

Pendragon PLC

29 October 2020

 

29 October 2020

Pendragon PLC ("the Company")

Conditional awards for 2020 under the Pendragon Long Term Incentive Plan ("LTIP")

The Remuneration Committee (the "Committee") of the Company granted awards in the form of nil cost share option ("Awards") pursuant to the Company's LTIP on 28 October 2020 to the executive directors listed below:-

Director	Number of performance awards
W Berman ("WB")	9,762,851
M S Willis  ("MW")	5,369,568
M S Casha  ("MC")	3,190,239

Vesting of the Awards under the LTIP is subject to the satisfaction of certain performance conditions, 50% of which is based on achieving a defined earnings per share target over a 14-month performance period, commencing on the grant date and measured at year end 2021, with the remaining 50% based on the achievement of certain qualitative strategic performance metrics aligned to the Company's strategic milestones to be delivered in 2021.

Performance Condition (weighting)	Target	Percentage vesting of maximum potential
EPS Year End 2021* (50%)	Threshold: Target EPS - 20% Target: Target EPS Maximum: Target EPS + 25%	Participant:	WB, MW	MC	Straight line vesting between these points
		Threshold:	10%	16.66%
		Target:	40%	66.66%
		Maximum:	100%	100%
Strategic metrics (50%)	(i)  Unlock value in franchised UK Motor: · Embed product extension; · Rollout operational efficiency; · Trial and rollout new propositions. (ii)  Grow and diversify Pinewood: · Deliver existing order pipeline; · Geographic expansion; · Deliver product extension. (iii)  Disrupt standalone used cars: · Rollout rebrand; · Embed product extension; · Define and launch revised value proposition; · Launch 1 new site

If the performance conditions are not satisfied, none of the LTIP award shares will vest. *Target EPS for 2021 is the analyst's consensus EPS of 1.58p, available at the time of publication of the Company's Group Strategy Presentation.  The non-financial strategic milestones are those as set out in the Company's Group Strategy Investor Presentation published on 02 September 2020 (available at www.pendragonplc.com ) and reflect those strategic milestones the Company considers able to achieve in 2021.  Delivery against the 2021 strategic milestone performance conditions will be assessed by the Committee at year end; the specific metrics of the strategic milestone targets are considered to be commercially sensitive and are therefore not included here.  More detail on the metrics and achievement against them will be disclosed, once the level of vesting has been determined.

The Committee retains full discretion over all elements of the Awards granted and vesting, including the right to effect forfeiture or clawback of the awards for a period of two years following the vesting date and the ability to adjust the number of awards vesting, for example if events occur which mean that the formulaic outcome is not an accurate reflection of overall business performance.

The Awards were made based on a share price of £0.14084 per Ordinary Share, being the average quoted closing mid-market price of the Company's Ordinary Share on the five trading days from 22 October 2020 to 28 October 2020.   

The Committee recognised that the LTIP Awards have been made during a period of market uncertainty due to COVID-19, and as such, retained a discretion to adjust down the maximum percentage of salary over which a participant could receive maximum award if it was considered that the share price at the time of award was less than the pre-COVID-19 market share price,  in order prevent exceptional levels of award.  It has not been necessary to use the adjustment mechanism on this occasion.

The normal vesting date of the LTIP Awards will be 28 October 2023, being the third anniversary of the award date.

Following the award of the above Awards, the executive directors' respective beneficial holdings in Pendragon PLC ordinary shares remains unchanged, and are as detailed below:-

Director	Number of Shares	Percentage of issued capital
W Berman	Nil	Nil
M S Willis	Nil	Nil
M S Casha	9,559,780	0.68434

The notifications are made in accordance with the requirements of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014).

1	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	William Berman
2	Reason for 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	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
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		Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction		Award of conditional LTIP shares
c)	Price(s) and volume(s)		Price(s) Volume(s) £ 0.14084 9,762,851
d)	Aggregated Information		Aggregate Price Aggregate Volume Aggregate Total £0.14084 9,762,851 £1,374,999
e)	Date of transaction		28 October 2020
f)	Place of transaction		London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Mark Willis
2	Reason for notification
a)	Position/Status	Chief Finance Officer
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
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		Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction		Award of conditional LTIP shares
c)	Price(s) and volume(s)		Price(s) Volume(s) £ 0.14084 5,369,568
d)	Aggregated Information		Aggregate Price Aggregate Volume Aggregate Total £ 0.14084 5,369,568 £756,249
e)	Date of transaction		28 October 2020
f)	Place of transaction		London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities/persons closely associated
a)	Name	Martin Casha
2	Reason for notification
a)	Position/Status	Chief Operating Officer
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pendragon PLC
b)	LEI	213800VRSPZFOGMMIS18
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		Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10
b)	Nature of transaction		Award of conditional LTIP shares
c)	Price(s) and volume(s)		Price(s) Volume(s) £ 0.14084 3,190,239
d)	Aggregated Information		Aggregate Price Aggregate Volume Aggregate Total £ 0.14084 3,190,239 £449,313
e)	Date of transaction		28 October 2020
f)	Place of transaction		London Stock Exchange (XLON)

RICHARD MALONEY

COMPANY SECRETARY

29 October 2020

Enquiries:  Headland  Henry Wallers    Tel: [phone]

                                                                                                            Oliver Cooper                     Tel: [phone]

-ENDS-

 

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