Volution Group PLC

Remuneration Information • Oct 16, 2019

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RNS Number : 1320Q

Volution Group plc

16 October 2019

Wednesday 16 October 2019

Volution Group plc

Awards under the Company's Long Term Incentive Plan

and Deferred Share Bonus Plan

Volution Group plc ("Volution" or the "Company", LSE: FAN), a leading supplier of ventilation products to the residential and commercial construction markets, today announces that on 15 October 2019 the Executive Directors were granted awards under the Company's 2014 Long Term Incentive Plan ("LTIP awards") and 2014 Deferred Share Bonus Plan ("DSBP awards") as set out below:

Long Term Incentive Plan

Executive Director	Type of LTIP Award	Number of LTIP awards	Earliest Exercise Date
Ronnie George, Chief Executive Officer	Nil-cost option 1	356,846	5 years front grant 3
Andy O'Brien, Chief Financial Officer	Nil-cost option 1	208,096	5 years from grant 3
Nil-cost option 2	34,090	1 year from appointment
Nil-cost option 2	34,091	2  years from appointment

Notes:

1.    Subject to performance criteria as set out below.

2.    Andy O'Brien forfeited share awards on leaving his last employer. In accordance with the Volution Remuneration Policy, the Remuneration Committee approved the grant of additional awards to Andy O'Brien to partially compensate him for remuneration forgone at his previous employer. These LTIP awards were granted to replicate as far as possible, the likely value and time horizons associated with the share awards forfeited at his previous employer. The LTIP awards will vest, subject to continued employment with Volution after the time period set out above and will not be subject to any performance conditions, reflecting the criteria of the forfeited share awards. He will be required to exercise these LTIP awards at the normal vesting date and hold at least 50% of the shares (after the deduction of income tax and national insurance) in order to build up a shareholding of 200% of base salary in accordance with the Volution Share Ownership Guidelines.

3.    In accordance with the Volution Remuneration Policy, these LTIP awards are subject to a three year vesting period followed by an additional two year holding period before they can be exercised.   

Those LTIP awards set out above which are subject to performance criteria will vest subject to the achievement of performance against Earnings per Share growth targets and relative Total Shareholder Return (against a direct peer group), measured over a three year performance period. The amounts shown above represent the maximum number of nil-cost options which could vest.   

The price used to calculate the number of LTIP awards was £1.76 per ordinary share, being the average of the mid-market closing price of a Volution ordinary share on the three consecutive business days immediately preceding the date of grant. No consideration was paid for the LTIP awards.

Deferred Share Bonus Plan

	DSBP award
Ronnie George, Chief Executive Officer	43,271

As set out in the Volution Remuneration Policy in the Annual Report and Accounts, under the Company's Annual Bonus Plan ("ABP") for the financial year ended 31 July 2019, one third of any bonus payment earned by the Executive Directors will normally be deferred into awards over the Company's shares.

The DSBP award set out above was made in the form of a conditional award, which will, subject to the rules of the DSBP, have a normal vesting date of 15 October 2022. No consideration was paid for the DSBP award and no consideration is due to be payable on vesting.

The attached notifications, made pursuant to Article 19(3) of the Market Abuse Regulation, provide further details.

-ends-

Enquiries:

Volution Group plc

Michael Anscombe, Company Secretary                        +44 (0) 1293 441562

Legal Entity Identifier: 213800EPT84EQCDHO768.

Note to Editors:

Volution Group plc (LSE: FAN) is a leading supplier of ventilation products to the residential and commercial construction markets in the UK, the Nordics, Central Europe and Australasia.

The Volution Group operates through two divisions: the Ventilation Group and the OEM (Torin-Sifan) division. The Ventilation Group comprises 15 key brands - Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Fresh, PAX, VoltAir, Kair, Air Connection, inVENTer, Ventilair, Simx and Ventair, focused primarily on the UK, the Nordic, Central European and Australasian ventilation markets. The Ventilation Group principally supplies ventilation products for residential and commercial ventilation applications. The OEM (Torin-Sifan) division supplies motors, fans and blowers to OEMs of heating and ventilation products for both residential and commercial construction applications in Europe. For more information, please go to: www.volutiongroupplc.com 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Ronnie George

2

Reason for the 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

Volution Group plc

b)

LEI

213800EPT84EQCDHO768

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 1 pence each

ISIN: GB00BN3ZZ526

b)

Nature of the transaction

Grant of nil-cost options under the Volution Long Term Incentive Plan (LTIP).

Grant of conditional awards under the Volution Deferred Share Bonus Plan (DSBP).

c)

Price(s) and volume(s)

LTIP:

Price(s)	Volume(s)
£NIL	356,846

DSBP:

Price(s)	Volume(s)
£NIL	43,271

d)

Aggregated information

- Aggregated volume

- Price

LTIP: 356,846 ordinary shares at £NIL

DSBP: 43,271 ordinary shares at £NIL

e)

Date of the transaction

15 October 2019

f)

Place of the transaction

Outside a trading venue

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Andy O'Brien

2

Reason for the 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

Volution Group plc

b)

LEI

213800EPT84EQCDHO768

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 1 pence each

ISIN: GB00BN3ZZ526

b)

Nature of the transaction

Grant of nil-cost options under the Volution Long Term Incentive Plan (LTIP).

c)

Price(s) and volume(s)

LTIP:

Price(s)	Volume(s)
£NIL	276,277

d)

Aggregated information

- Aggregated volume

- Price

LTIP: 276,277 ordinary shares at £NIL

e)

Date of the transaction

15 October 2019

f)

Place of the transaction

Outside a trading venue

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