Greencore Group PLC — Director's Dealing 2022

Dec 8, 2022

National Storage Mechanism | Additional information

RNS Number : 1217J

Greencore Group PLC

08 December 2022

Notification 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

DALTON PHILIPS

2

Reason for the 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

Greencore Group plc

b)

LEI

LEI: 635400GGBEWULJXM5868

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 £0.01 EACH

ISIN: IE0003864109

b)

Nature of the transaction  

An award in respect of 1,548,767 Ordinary Shares of £0.01 each in Greencore Group plc ("GREENCORE") under the Greencore Group plc 2013 Performance Share Plan ("the Plan"). Vesting of this award is subject to Adjusted Earnings per Share, Return on Invested Capital and Total Shareholder Return performance targets which are measured over the period FY23 to FY25, using FY22 as a base year.

Except as otherwise specified in the Rules of the Plan, ownership of the shares will transfer to MR. DALTON Philips in three years' time without payment and subject to his continued employment by Greencore.

Once vested, the shares are subject to a mandatory two-year holding period. Vested awards may not be sold during the holding period except to cover tax liabilities.

c)

Price(s) and volume(s)

Price(s) £0.01 PER ORDINARY SHARE	Volume(s) 1,548,767 ORDINARY SHARES OF £0.01 EACH

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

8 DECEMBER 2022

f)

Place of the transaction

OUTSIDE A TRADING VENUE

g)

Additional Information

The vesting of FY23 PSP awards will be based on Greencore's three-year performance against targets set in relation to three measures: Adjusted EPS, ROIC and Relative TSR. Performance will be assessed over the period FY23 to FY25, against the targets set out below:

Measure	Weighting (% of award)	Below threshold (0% vesting)	Threshold (25% vesting)	Stretch (100% vesting)
Cumulative Adjusted EPS	1/3rd	Below 29.2p	29.2p	32.2p
FY25 ROIC	1/3rd	Below 9.5%	9.5%	10.5%
Relative TSR vs. bespoke group of sector peers	1/3rd	Below median	Median	Upper quartile

As noted on page 104 of Greencore's FY22 Annual Report, in setting the ADJUSTED EPS and ROIC ranges, the Remuneration Committee remained mindful about setting targets to be stretching (to reinforce alignment with stakeholder interests and incentivise outperformance) as well as relevant and motivational IN the prevailing external market environment.  As in previous years, the Remuneration Committee will also consider the underlying financial performance of the business (as well as the value added to shareholders) in adjudicating the final overall PSP vesting level. FURTHER RELEVANT DETAILS ABOUT THE TERMS OF THE AWARD ARE SET OUT IN THE FY22 ANNUAL REPORT.

As noted above, following vesting of any shares, awards for Executive Directors will be subject to a holding period requiring vested shares (net of tax) to be held until the fifth anniversary of grant.

Malus and clawback provisions will apply as per the Greencore Remuneration Policy.

Notification 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

EMMA HYNES

2

Reason for the 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

Greencore Group plc

b)

LEI

LEI: 635400GGBEWULJXM5868

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 £0.01 EACH

ISIN: IE0003864109

b)

Nature of the transaction  

An award in respect of 929,791 Ordinary Shares of £0.01 each in Greencore Group plc ("GREENCORE") under the Greencore Group plc 2013 Performance Share Plan ("the Plan"). Vesting of this award is subject to Adjusted Earnings per Share, Return on Invested Capital and Total Shareholder Return performance targets which are measured over the period FY23 to FY25, using FY22 as a base year.

Except as otherwise specified in the Rules of the Plan, ownership of the shares will transfer to MS. EMMA HYNES in three years' time without payment and subject to hER continued employment by Greencore.

Once vested, the shares are subject to a mandatory two-year holding period. Vested awards may not be sold during the holding period except to cover tax liabilities.

c)

Price(s) and volume(s)

Price(s) £0.01 PER ORDINARY SHARE	Volume(s) 929,791 ORDINARY SHARES OF £0.01 EACH

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

8 DECEMBER 2022

f)

Place of the transaction

OUTSIDE A TRADING VENUE

g)

Additional Information

The vesting of FY23 PSP awards will be based on Greencore's three-year performance against targets set in relation to three measures: Adjusted EPS, ROIC and Relative TSR. Performance will be assessed over the period FY23 to FY25, against the targets set out below:

Measure	Weighting (% of award)	Below threshold (0% vesting)	Threshold (25% vesting)	Stretch (100% vesting)
Cumulative Adjusted EPS	1/3rd	Below 29.2p	29.2p	32.2p
FY25 ROIC	1/3rd	Below 9.5%	9.5%	10.5%
Relative TSR vs. bespoke group of sector peers	1/3rd	Below median	Median	Upper quartile

As noted on page 104 of Greencore's FY22 Annual Report, in setting the ADJUSTED EPS and ROIC ranges, the Remuneration Committee remained mindful about setting targets to be stretching (to reinforce alignment with stakeholder interests and incentivise outperformance) as well as relevant and motivational in the prevailing external market Environment.  As in previous years, the Remuneration Committee will also consider the underlying financial performance of the business (as well as the value added to shareholders) in adjudicating the final overall PSP vesting level. FURTHER RELEVANT DETAILS ABOUT THE TERMS OF THE AWARD ARE SET OUT IN THE FY22 ANNUAL REPORT.

As noted above, following vesting of any shares, awards for Executive Directors will be subject to a holding period requiring vested shares (net of tax) to be held until the fifth anniversary of grant.

Malus and clawback provisions will apply as per the Greencore Remuneration Policy.

Notification 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

EMMA HYNES

2

Reason for the 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

Greencore Group plc

b)

LEI

LEI: 635400GGBEWULJXM5868

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 £0.01 EACH

ISIN: IE0003864109

b)

Nature of the transaction  

An award in respect of 208,754 Ordinary Shares of £0.01 each in Greencore Group plc under the Greencore Group plc Deferred Bonus Plan ("the Plan").

Except as otherwise specified in the Rules of the Plan, ownership of the shares will transfer to Ms. Emma Hynes in three years' time without payment and subject to her continued employment by Greencore Group plc.

c)

Price(s) and volume(s)

Price(s) £0.01 PER ORDINARY SHARE	Volume(s) 208,754 ORDINARY SHARES OF £0.01 EACH

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

8 DECEMBER 2022

f)

Place of the transaction

OUTSIDE A TRADING VENUE

g)

Additional Information

n/A

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