Vesting of 2019 LTIP awards and PDMR notifications

RNS Number : 5754P

ScS Group PLC

19 October 2021

 

19 October 2021

ScS Group plc

Vesting of Long Term Incentive Plan 2019 (2019 LTIP) awards and PDMR notifications

ScS Group plc (the "Company") announces that on 15 October 2021, the Company's Employee Benefit Trust ("EBT") has transferred 276,689 ordinary shares of 0.1 pence in the Company (the "Shares") to three PDMRs in satisfaction of vesting of share awards granted on 15 October 2018 (the "2019 LTIP"), details of which are set out below:

Name	Number of Shares Vesting
Chris Muir, CFO	163,452
John Pattison, Commercial Director	68,105
Marie Liston, Corporate Services Director	45,132

The 2019 LTIP crystallised on achieving the below performance criteria for the period 29 July 2018 to 31 July 2021 for earnings per share ("EPS"), as approved by the Remuneration Committee:

EPS Figure	Percentage of Award that Vests
Less than 28.9 pence	Nil
28.9 pence	25%
Greater than 28.9 pence but less than 37.0 pence	Straight-line basis between 25% and 100%
37.0 pence	100%

The initial award provided vesting conditions on a straight-line basis between 25% and 100% based on an EPS in 2021 from 28.9p to 37.0p. The underlying EPS as reported under IFRS 16 for the year is 41.3p, which would result in 100% award under the terms of the LTIP. The Remuneration Committee are, however, conscious that the award was granted before transition to IFRS 16, at a time when there were 40,009,109 shares in issue, and that the Group has benefited during the year from an effective tax rate lower than the statutory rate. As a consequence, the Remuneration Committee have recalculated EPS using the same accounting basis, number of shares and statutory tax rate at the date of the award and based on the vesting calculation of the adjusted EPS of 35.9p. This resulted in an award of 89.3%.

As part of this transaction, the Company has been notified of the following transactions:

1.  Chris Muir has sold 76,822 Shares back to the EBT at a price of 268p per Share to cover his associated tax liability from the share award, and transferred the remaining shares to his spouse Helen Muir, for nil consideration. Following this announcement Chris Muir, together with persons closely associated to him, holds 137,104 ordinary shares representing circa 0.36% of the issued share capital of the Company.

2.  John Pattison has sold 32,009 Shares back to the EBT at a price of 268p per Share to cover his associated tax liability from the share award. Following this announcement John Pattison, together with persons closely associated to him, holds 36,096 ordinary shares representing circa 0.09% of the issued share capital of the Company.

3.  Marie Liston has sold 21,212 Shares back to the EBT at a price of 268p per Share to cover her associated tax liability from the share award. Following this announcement Marie Liston, together with persons closely associated to her, holds 141,176 ordinary shares representing circa 0.13% of the issued share capital of the Company.

The notifications below are provided in accordance with the requirements of the EU Market Abuse Regulation :

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Muir
2	Reason for Notification
a)	Position/status	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	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Exercise of Share Options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 163,452
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Muir
2	Reason for Notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Sale of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 268p 76,822
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Muir
2	Reason for Notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Transfer of 86,630 shares to spouse for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 86,630
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Helen Muir
2	Reason for Notification
a)	Position/status	Person closely associated with Chris Muir, Chief Financial Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Receipt of 86,630 shares following transfer from spouse for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 86,630
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Pattison
2	Reason for Notification
a)	Position/status	Commercial Director
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price(s) Volume(s) nil 68,105
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Pattison
2	Reason for Notification
a)	Position/status	Commercial Director
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Sale of 32,009 shares.
c)	Price(s) and volume(s)	Price(s) Volume(s) 268p 32,009
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Marie Liston
2	Reason for Notification
a)	Position/status	Corporate Services Director
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price(s) Volume(s) nil 45,132
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Marie Liston
2	Reason for Notification
a)	Position/status	Corporate Services Director
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Sale of 21,212 shares.
c)	Price(s) and volume(s)	Price(s) Volume(s) 268p 21,212
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	15 October 2021
f)	Place of the transaction	Outside a trading venue

Enquiries:

ScS Group PLC Steve Carson, Chief Executive Officer Chris Muir, Chief Financial Officer	c/o Buchanan [phone]
Buchanan Richard Oldworth Victoria Hayns Tilly Abraham	Tel: [phone] [e-mail]

 

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