H&T GROUP PLC

Remuneration Information • May 17, 2024

National Storage Mechanism | Additional information

RNS Number : 9838O

H&T Group PLC

17 May 2024

H&T Group plc

("H&T", the "Company" or the "Group")

2024 Performance Share Plan Awards

Vesting of 2021 PSP Awards

Purchase of Shares by EBT

H&T Group plc, the UK's largest pawnbroker and a leading retailer of high quality new and pre-owned jewellery and watches, announces the adoption of its 2024 Performance Share Plan ("2024 PSP") which has been approved by the Remuneration Committee. Further details on the scheme, which will apply to senior management and Executive Directors of the Company, are set out below.

In accordance with the rules of the 2024 PSP, eligible employees will be entitled to acquire a maximum number of ordinary shares of 5p in the Company ("Ordinary Shares") on or after 31 December 2026 at nil price, subject to the Company achieving the minimum reported performance criteria.

Summary details are set out below:

2024 Grant

The grants of shares are a proportion of salary as follows:

·   Executive Directors - 125% of base salary

·   Christopher Gillespie, CEO: 111,335

·   Diane Giddy, CFO: 80,808

·   Senior management - 35% to 75% of base salary

The maximum total value of the shares granted to all recipients under the 2024 PSP is expected to be in the order of £1.17m, equivalent to circa 444,000 shares.

Performance period

The performance period for the 2024 grant is 1 January 2024 to

31 December 2026 (3 years).

Vesting

The scheme is planned to vest at the end of 2026.

Performance conditions

The scheme is split equally based on targets for total shareholder return (TSR) and growth in basic earnings per share (EPS) measured over the three-year performance period. 

The minimum, target and maximum thresholds, with reference to growth over 2023 or the average share price over the 90 day period to the end of March 31 2024, are:

Measure	Minimum	Target	Maximum
TSR	47%	53%	63%
EPS growth	28%	36%	45%

The 2024 PSP has three threshold levels, with a target threshold level, interjacent the minimum and maximum thresholds.

For performance below the minimum no award will vest, at the minimum 30% (2023: 30%) of the award will vest, at the target 50% of the award will vest (2023: 50%), and at or above the maximum 100% (2023: 100%) of the award will vest.  A sliding scale of vesting, on a straight-line basis applies between the minimum, target and maximum TSR and EPS targets.

Share retention period

Executive Directors are subject to a two-year share retention period for shares awarded under the scheme.

Clawback and withholding

The 2024 PSP rules include standard Malus and Clawback provisions.

Vesting of 2021 PSP Awards

The Company also announces that on 17 May 2024, following the vesting of awards under the 2021 PSP, Chris Gillespie, Chief Executive Officer, exercised options over 66,665 Ordinary Shares and Diane Giddy, Chief Financial Officer, exercised options over 29,354 Ordinary Shares.

Under the rules of the 2021 PSP, eligible employees are to entitled to acquire Ordinary Shares at nil price ("Award Shares"), subject to the Company achieving certain reported performance targets. The performance targets were split equally based on targets for Total Shareholder Return (TSR) and growth in basic Earnings Per Share (EPS) measured over the three-year performance period. The TSR target was not achieved and the EPS achieved a proportionate target of 44.3% resulting in a total of 198,136 Award Shares vesting and subsequently being exercised.

Name	PSP Awards exercised	Ordinary Shares sold	New holding of Ordinary Shares	% of Company's issued share capital
Chris Gillespie, CEO	66,665	-	191,665	0.4%
Diane Giddy, CFO	29,354	16,081	28,273	0.1%

All of the Award Shares exercised were satisfied through the Company's Employees Benefit Trust ("EBT"). As a result the total number of voting rights in H&T remains 43,987,934 Ordinary Shares.

Following the exercise of her Award Shares, Diane Giddy sold 16,081 Ordinary Shares at price of 416.61 pence to cover personal tax liabilities.

Purchase of Shares by EBT

On 17 May 2024, the EBT purchased 87,513 Ordinary Shares at a price of 416.61 pence. Following this transaction and the transfer of Ordinary Shares to satisfy the awards under the PSP scheme, the EBT holds 508,048 Ordinary Shares, representing 1.15 per cent. of the Company's total voting rights.

Enquiries:

H&T Group plc          Chris Gillespie, Chief Executive Officer           Diane Giddy, Chief Financial Officer	+44(0)20 8225 2700
Shore Capital Ltd (Nominated Adviser and Joint Broker)                                                   Stephane Auton / Sophie Collins (Corporate Advisory) Guy Wiehahn (Corporate Broking)	+44(0)20 7408 4090
Canaccord Genuity Limited (Joint Broker) Emma Gabriel / George Grainger	+44(0)20 7523 8000
Alma Strategic Communications (PR) Sam Modlin                                           Andy Bryant                                          Rebecca Sanders-Hewett Will Merison	+44(0)20 3405 0205 handt@almastrategic.com

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Chris Gillespie

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

H&T Group plc

b)

LEI

2138006N2X1XSBSDSU74

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

H&T Group plc ordinary shares of 5 pence

GB00B12RQD06

b)

Nature of the transaction

Award of Options under 2024 Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Nil	111,335

d)

Aggregated information

- Aggregated volume

- Price

N/A (single transaction)

e)

Date of the transaction

17 May 2024

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Diane Giddy

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

H&T Group plc

b)

LEI

2138006N2X1XSBSDSU74

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

H&T Group plc ordinary shares of 5 pence

GB00B12RQD06

b)

Nature of the transaction

Award of Options under 2024 Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Nil	80,808

d)

Aggregated information

- Aggregated volume

- Price

N/A (single transaction)

e)

Date of the transaction

17 May 2024

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Christopher Gillespie

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

H&T Group plc

b)

LEI

2138006N2X1XSBSDSU74

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

H&T Group plc ordinary shares of 5 pence

GB00B12RQD06

b)

Nature of the transaction

Exercise of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Nil	66,665

d)

Aggregated information

- Aggregated volume

- Price

N/A (single transaction)

e)

Date of the transaction

17 May 2024

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Diane Giddy

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

H&T Group plc

b)

LEI

2138006N2X1XSBSDSU74

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

H&T Group plc ordinary shares of 5 pence

GB00B12RQD06

b)

Nature of the transaction

Exercise of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Nil	29,354

d)

Aggregated information

- Aggregated volume

- Price

N/A (single transaction)

e)

Date of the transaction

17 May 2024

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Diane Giddy

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

H&T Group plc

b)

LEI

2138006N2X1XSBSDSU74

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

H&T Group plc ordinary shares of 5 pence

GB00B12RQD06

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)	Volume(s)
416.61	16,081

d)

Aggregated information

- Aggregated volume

- Price

N/A (single transaction)

e)

Date of the transaction

17 May 2024

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

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