Director's Dealing • Apr 8, 2020
Director's Dealing
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RNS Number : 2352J
Elementis PLC
08 April 2020
8 April 2020
Elementis plc('Elementis' or 'the Company')
Director/PDMR Shareholding
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
| Name | Title | Number of shares under PSP Awards |
| Paul Waterman | Chief Executive Officer | 2,024,856 |
| Ralph Hewins | Chief Financial Officer | 862,469 |
Elementis plc announces that on 7 April 2020 the following Directors have been granted conditional share awards under the Elementis plc 2018 Long Term Incentive Plan with a vesting date of 6 April 2023 at a cost of nil pence per share.
The above quantum of awards are as detailed in the 2019 Directors' Remuneration Report and are based on award multiples set at 200% of 175% of salary for both the Chief Executive and Chief Financial Officer. However, to reflect the current share price, the awards have been granted using an adjusted price on which the multiple of salary has been converted into shares. The share price used is 73.5p as opposed to the closing share price on 6 April 2020 of 49p. In effect, this is a 33% reduction to the headline multiple of salary award versus the approach envisaged in the 2019 Directors' Remuneration Report and in our normal Remuneration Policy.
In addition, the Committee will retain discretion to reduce the number of shares on vesting should it be considered appropriate to do so (e.g. in the event that there was perceived windfall gain).
Subject to the terms of the PSP, the above awards will vest and become exercisable from the third anniversary of the grant of the awards subject to continued service and to the extent to which the relevant performance conditions (see below) are satisfied over the three financial years ending 31 December 2022. Shares that vest (post selling any shares required to meet associated tax liabilities) are also subject to a two-year holding requirement.
Performance conditions
To reflect the current priorities of the Company in light of COVID-19, an additional performance metric has been included in the 2020 awards to supplement the earnings per share and relative total shareholder return targets detailed in the 2019 Directors' Remuneration Report.
This additional target reflects the Group's current increased focus on optimising operating cash flow to mitigate any potential material adverse financial impact of the current commercial environment. The focus on operating cash flow is aligned with current priorities across the Company's businesses. The structure of the target is aligned with the targeted cash conversion communicated as part of our November Capital Market's Day presentations and set out in our 2019 Annual Report.
The full performance conditions to apply to the 2020 awards are as follows:
Earnings per share (33% weighting)
| EPS | % of EPS part vesting |
| Less than 3% p.a. growth | 0% |
| 3% p.a. growth | 0% |
| 12% p.a. growth | 100% |
Vesting will be on a straight-line basis between performance points.
Relative Total Shareholder Return (33% weighting)
| Elementis versus FTSE ALL Share Constituents (excluding Investment Trusts) | % of TSR part vesting |
| Below median | 0% |
| Median | 3.85% |
| Upper quartile | 100% |
Vesting will be on a straight-line basis between the median and upper quartile.
Operating Cash Conversion (33% weighting)
| Three-year Operating Cash Conversion | % of Operating Cash Conversion part vesting |
| Less than 85% | 0% |
| 85% | 0% |
| 95% | 100% |
Vesting will be on a straight-line basis between performance points.
Vesting based on the above performance conditions will be subject to a return on capital employed underpin. This will require the Committee to consider the vesting result determined based on the application of the EPS, TSR and operating cash conversion performance conditions in light of the return on capital employed achieved during the three year period ending 31 December 2022 relative to the Board's internal plans over the period. If the Committee does not consider the vesting result appropriate in light of the return the underpin enables vesting to be reduced to a more appropriate level.
Set out below are the notifications made in accordance with Article 19 of the EU Market Abuse Regulation.
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
PAUL WATERMAN
2
Reason for the notification
a)
Position/status
CEO, DIRECTOR
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
ELEMENTIS PLC
b)
LEI
549300LQIH685LI2ML36
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
SHARES
GB0002418548
b)
Nature of the transaction
Grant of a conditional share award over 2,024,856 shares under the Elementis plc 2018 Long Term Incentive Plan with a vesting date of 6 April 2023 at a cost of nil pence per share.
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| N/A | N/A |
d)
Aggregated information
- Price
N/A
e)
Date of the transaction
2020-04-07
f)
Place of the transaction
London, UK
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
RALPH HEWINS
2
Reason for the notification
a)
Position/status
CFO, DIRECTOR
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
ELEMENTIS PLC
b)
LEI
549300LQIH685LI2ML36
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
SHARES
GB0002418548
b)
Nature of the transaction
Grant of a conditional share award over 862,469 shares under the Elementis plc 2018 Long Term Incentive Plan with a vesting date of 6 April 2023 at a cost of nil pence per share.
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| N/A | N/A |
d)
Aggregated information
- Price
N/A
e)
Date of the transaction
2020-04-07
f)
Place of the transaction
London, UK
Person responsible for making this notification: Laura Higgins, Group Company Secretary
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
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