Vesting of LTIP awards and PDMR notifications

ScS Group PLC

01 November 2023

 

1 November 2023

ScS Group plc

Vesting of Long Term Incentive Plan 2021 (2021 LTIP) awards and PDMR notifications

ScS Group plc (the "Company") announces that on 30 October 2023, the Company's Employee Benefit Trust ("EBT") transferred 47,625 ordinary shares of 0.1 pence in the Company (the "Shares") to two PDMRs in satisfaction of vesting of share awards granted on 12 October 2020 (the "2021 LTIP"), details of which are set out below:

Name	Number of Shares Vesting
Chris Muir, Executive Director	36,286
Marie Liston, Corporate Services Director	11,339

The 2021 LTIP crystallised on achieving the below performance criteria for the period 26 July 2020 to 29 July 2023 for earnings per share ("EPS"), as approved by the Remuneration Committee:

EPS Figure	Percentage of Award that Vests
Less than 18.3 pence	Nil
18.3 pence	25%
Greater than 18.3 pence but less than 31.0 pence	Straight-line basis between 25% and 100%
31.0 pence	100%

The underlying EPS as reported under IFRS16 for the year is 15.9p, which would not have resulted in an 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 38,012,655 shares in issue, before the acquisition of Snug (which has been loss making as the business grows from a standing start), and that the statutory tax rate has risen since the grant date. As a consequence, the Remuneration Committee have recalculated EPS using the same accounting basis, number of shares and effective tax rate as at the date of the award and based the vesting calculation on the adjusted, excluding Snug, EPS of 19.7p. As such, the award vested at 33.02% of the maximum.

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

1.     Chris Muir has sold 32,179 shares back to the EBT at a price of 270p 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 215,843 ordinary shares representing circa 0.64% of the issued share capital of the Company.

2.     Marie Liston has sold 10,056 shares back to the EBT at a price of 270p 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 164,456 ordinary shares representing circa 0.48% 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	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	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 68,465
d)	Aggregated information -       Aggregated volume -       Price	Not applicable - single transaction
e)	Date of the transaction	30 October 2023
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	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	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) 270p 32,179
d)	Aggregated information -       Aggregated volume -       Price	Not applicable - single transaction
e)	Date of the transaction	30 October 2023
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	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	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 36,286 shares to spouse for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 36,286
d)	Aggregated information -       Aggregated volume -       Price	Not applicable - single transaction
e)	Date of the transaction	30 October 2023
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, 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	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 36,286 shares following transfer from spouse for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 36,286
d)	Aggregated information -       Aggregated volume -       Price	Not applicable - single transaction
e)	Date of the transaction	30 October 2023
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 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 options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 21,395
d)	Aggregated information -       Aggregated volume -       Price	Not applicable - single transaction
e)	Date of the transaction	30 October 2023
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 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	Sale of 10,056 shares.
c)	Price(s) and volume(s)	Price(s) Volume(s) 270p 10,056
d)	Aggregated information -       Aggregated volume -       Price	Not applicable - single transaction
e)	Date of the transaction	30 October 2023
f)	Place of the transaction	Outside a trading venue

Enquiries:

ScS Group PLC Steve Carson, Chief Executive Officer Mark Fleetwood, Chief Financial Officer Chris Muir, Executive Director	c/o Buchanan [phone]
Buchanan Richard Oldworth Toto Berger Verity Parker	Tel: [phone] [e-mail]

 

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