Director/PDMR Shareholding

XPS Pensions Group PLC

17 July 2023

 

17 July 2023

XPS Pensions Group plc
(the "Company")

TRANSACTIONS BY DIRECTORS / PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES

XPS announces that, on 17 July 2023, Ben Bramhall (Co-Chief Executive Officer), Paul Cuff (Co-Chief Executive Officer) and Snehal Shah (Chief Financial Officer), all Directors and persons discharging managerial responsibilities ("PDMRs"), were granted awards under the Company's Performance Share Plan ("PSP") as set out below.

The value of the awards was calculated by reference to the price of an ordinary share on 14 July 2023, being £1.87. The awards were structured as main awards of 150% of salary for the Co-Chief Executive Officers and 125% of salary for the Chief Financial Officer; and an additional one-off award of 25% of salary granted to the Co-Chief Executive Officers and Chief Financial Officer. The awards were made in the form of nominal-cost options which will generally become exercisable on the third anniversary of the date of grant, subject to the satisfaction of performance targets as set out below.

The main awards are subject to 3 performance targets; (1) 70% of the awards are subject to an Earnings Per Share (EPS) growth target whereby 25% vests for compounded annual growth (CAG) of 5% and 100% vests for CAG of 10% (with vesting on a straight-line basis for performance between 5% and 10% CAG and no vesting for performance below 5% CAG); (2) 20% of the awards are subject to a relative Total Shareholder Return (TSR) target whereby 25% vests for median ranking and 100% vests for upper quartile ranking (with vesting on a straight-line basis for performance between median and upper quartile ranking and no vesting for a ranking below median), the TSR Comparator Group consists of the constituents of the FTSE Small Cap Index (excluding investment trusts); and (3) 10% of the awards are subject to a performance measure relating to reducing the Company's CO2 emissions (scope 1 and 2), whereby 25% vests for 20% reduction in emissions / number of employees and 100% vests for 30% reduction in emissions / number of employees (with vesting on a straight-line basis for reduction between 20% and 30% and no vesting for a reduction less than 20%).

100% of the additional awards are subject to an Earnings Per Share (EPS) growth target, whereby 25% vests for compounded annual growth (CAG) of 10% and 100% vests for CAG of 15% (with vesting on a straight-line basis for performance between 10% and 15% CAG and no vesting for performance below 10% CAG).

Once vested, the options will be exercisable until the tenth anniversary of the date of grant, unless the exercise period is shortened in accordance with the PSP rules. 

Further details are set out in the below notification, made in accordance with the requirements of the UK Market Abuse Regulation. 

1.	Details of PDMR/person closely associated with them ('PCA')
a)	Name	Benjamin Bramhall
b)	Position/status	Co-Chief Executive Officer / PDMR
c)	Initial notification/ amendment	Initial notification
2.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	XPS Pensions Group plc
b)	LEI	2138004Y8OBPJEAACJ11
3.	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 transaction(s) has been conducted
a)	Description of the financial  instrument	Ordinary shares of 0.05 pence each ("Ordinary Shares")  ISIN: GB00BDDN1T20
b)	Nature of the transaction	Grant of nominal-cost option over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 17 July 2026, subject to the satisfaction of performance conditions.
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.05p 333,200 Ordinary Shares
d)	Aggregated information Aggregated volume Price	n/a (single transaction)
e)	Date of the transaction	17 July 2023
f)	Place of the transaction	London Stock Exchange (XLON)

1.	Details of PDMR/person closely associated with them ('PCA')
a)	Name	Paul Cuff
b)	Position/status	Co-Chief Executive Officer / PDMR
c)	Initial notification/ amendment	Initial notification
2.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	XPS Pensions Group plc
b)	LEI	2138004Y8OBPJEAACJ11
3.	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 transaction(s) has been conducted
a)	Description of the financial  instrument	Ordinary shares of 0.05 pence each ("Ordinary Shares")  ISIN: GB00BDDN1T20
b)	Nature of the transaction	Grant of nominal-cost option over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 17 July 2026, subject to the satisfaction of performance conditions.
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.05p 333,200 Ordinary Shares
d)	Aggregated information Aggregated volume Price	n/a (single transaction)
e)	Date of the transaction	17 July 2023
f)	Place of the transaction	London Stock Exchange (XLON)

1.	Details of PDMR/person closely associated with them ('PCA')
a)	Name	Snehal Shah
b)	Position/status	Chief Financial Officer / PDMR
c)	Initial notification/ amendment	Initial notification
2.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	XPS Pensions Group plc
b)	LEI	2138004Y8OBPJEAACJ11
3.	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 transaction(s) has been conducted
a)	Description of the financial  instrument	Ordinary shares of 0.05 pence each ("Ordinary Shares")  ISIN: GB00BDDN1T20
b)	Nature of the transaction	Grant of nominal-cost option over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 17 July 2026, subject to the satisfaction of performance conditions.
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.05p 241,239 Ordinary Shares
d)	Aggregated information Aggregated volume Price	n/a (single transaction)
e)	Date of the transaction	17 July 2023
f)	Place of the transaction	London Stock Exchange (XLON)

 

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