HEADLAM GROUP PLC

Remuneration Information • Mar 18, 2024

National Storage Mechanism | Additional information

RNS Number : 3014H

Headlam Group PLC

18 March 2024

18 March 2024

Headlam Group plc

(the 'Company')

Grant of awards under Deferred Bonus Plan & Performance Share Plan

Performance Share Plan awards

On 18 March 2024, the Company granted awards in the form of nil-cost options over a total of 935,334 ordinary shares of 5 pence each in the Company under the Company's Performance Share Plan, (the 'PSP'), including 660,635 to the following Executive Directors:

Executive Director / PDMR	Role	Number of ordinary shares over which PSP awards granted
Chris Payne	Chief Executive	395,402
Adam Phillips	Chief Financial Officer	265,233

As detailed in the 2023 Annual Report and Accounts published on 18 March, vesting of the PSP awards is dependent on continued employment and the achievement of performance conditions against the following measures:

-     compound growth in Earnings Per Share (70%);

-     relative Total Shareholder Return performance measured against the constituents of the FTSE SmallCap Index (excluding investment trusts) (20%); and

-     reduction in greenhouse gas emissions (10%).

The performance conditions will be measured over a three-year performance period. 

In addition, the awards are further subject to an underpin performance condition that the extent of vesting reflects the overall financial performance of the Company over the three-year performance period.  When making this determination the Company's Remuneration Committee will have full discretion to ensure that the final outcome is warranted based on the performance of the Company in light of all relevant factors to ensure there have been no windfalls gains.

PSP awards granted to Executive Directors are additionally subject to a two-year holding period following the date of vesting during which a dividend equivalent will accrue in the form of additional shares to the extent the awards vest, as calculated on a re-investment basis.

The number of ordinary shares over which the awards were granted was calculated on a share price of 183.80 pence per ordinary share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list.  The awards are subject to the malus and clawback provisions of the PSP.

Deferred Bonus Plan ('DBP') awards

As detailed in the Directors' Remuneration Report on page 116 of the 2023 Annual Report and Accounts, rather than defer one-third of the bonus outcome into an award over shares, the Remuneration Committee has decided to defer 100% of the Executive Director's 2023 bonus outcome into an award under the DBP.

On 18 March 2024, the Company granted nil-cost options under the DBP to the following Executive Directors:

Executive Director / PDMR	Role	Amount of Bonus Deferred (£)	Number of ordinary shares over which DBP awards granted
Chris Payne	Chief Executive	118,750	64,608
Adam Phillips	Chief Financial Officer	54,375*	29,583

* Pro-rated as Adam Phillips to reflect that he joined the Company on 20 March 2023.

The 2024 DBP awards will not vest until the second anniversary of the grant date, and are subject to a dividend equivalent in the form of shares, calculated on a re-investment basis.  The number of ordinary shares over which the awards were granted was calculated based on a share price of 183.80 pence per ordinary share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list.

Headlam Group plc	Tel: 01675 433 000
Chris Payne, Chief Executive	Email:  headlamgroup@headlam.com
Adam Phillips, Chief Financial Officer Alison Hughes, General Counsel & Company Secretary
Panmure Gordon (UK) Limited  (Corporate Broker)	Tel: 020 7886 2500
Tom Scrivens   / Atholl Tweedie Peel Hunt LLP  (Corporate Broker)	Tel: 020 7418 8900
George Sellar / Finn Nugent

Notification and public disclosure of transactions by persons discharging managerial  

responsibilities / persons closely associated with them.

1.

Details of PDMR / person closely associated with them ("PCA ")

a)

Name

Chris Payne

2.

Reason for the notification

a)

Positio n / status

Chief Executive

b)

Initial notification / amendment

Initial notification

3.

Details of the issuer

a)

Name

Headlam Group plc

b)

LEI

213800I4AZZUJEYX9O90

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, t ype of instrument

Ordinary shares of 5 pence each. 

b)

Identification code

ISIN: GB0004170089

c)

Nature of the transaction

Grant of nil-cost options over Ordinary Shares under the Company's Deferred Bonus Plan

d)

Price(s) and

volume(s)

Price(s)	Volume(s)
Nil	64,608

e)

Aggregated information

-     Volume

-     Price

N/A

f)

Date of the transaction

18 March 2024

g)

Place of the transaction

Outside a trading venue

1.

Details of PDMR / person closely associated with them ("PCA ")

a)

Name

Adam Phillips

2.

Reason for the notification

a)

Positio n / status

Chief Financial Officer

b)

Initial notification / amendment

Initial notification

3.

Details of the issuer

a)

Name

Headlam Group plc

b)

LEI

213800I4AZZUJEYX9O90

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, t ype of instrument

Ordinary shares of 5 pence each. 

b)

Identification code

ISIN: GB0004170089

c)

Nature of the transaction

Grant of nil-cost options over Ordinary Shares under the Company's Deferred Bonus Plan

d)

Price(s) and

volume(s)

Price(s)	Volume(s)
Nil	29,583

e)

Aggregated information

-     Volume

-     Price

N/A

f)

Date of the transaction

18 March 2024

g)

Place of the transaction

Outside a trading venue

1.

Details of PDMR / person closely associated with them ("PCA ")

a)

Name

Chris Payne

2.

Reason for the notification

a)

Positio n / status

Chief Executive

b)

Initial notification / amendment

Initial notification

3.

Details of the issuer

a)

Name

Headlam Group plc

b)

LEI

213800I4AZZUJEYX9O90

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, t ype of instrument

Ordinary shares of 5 pence each. 

b)

Identification code

ISIN: GB0004170089

c)

Nature of the transaction

Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan

d)

Price(s) and

volume(s)

Price(s)	Volume(s)
Nil	395,402

e)

Aggregated information

-     Volume

-     Price

N/A

f)

Date of the transaction

18 March 2024

g)

Place of the transaction

Outside a trading venue

1.

Details of PDMR / person closely associated with them ("PCA ")

a)

Name

Adam Phillips

2.

Reason for the notification

a)

Positio n / status

Chief Financial Officer

b)

Initial notification / amendment

Initial notification

3.

Details of the issuer

a)

Name

Headlam Group plc

b)

LEI

213800I4AZZUJEYX9O90

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, t ype of instrument

Ordinary shares of 5 pence each. 

b)

Identification code

ISIN: GB0004170089

c)

Nature of the transaction

Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan

d)

Price(s) and

volume(s)

Price(s)	Volume(s)
Nil	265,233

e)

Aggregated information

-     Volume

-     Price

N/A

f)

Date of the transaction

18 March 2024

g)

Place of the transaction

Outside a trading venue

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