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International Distributions Service
Remuneration Information • Jun 5, 2024
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Remuneration Information
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National Storage Mechanism | Additional information 
RNS Number : 2318R
International Distribution Svcs PLC
05 June 2024
International Distribution Services plc
(Incorporated in England and Wales)
Company Number: 8680755
LSE Share Code: IDS
ISIN: GB00BDVZYZ77
LEI: 213800TCZZU84G8Z2M70
5 June 2024
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility
International Distribution Services plc (IDS or the Company) announces that on 4 June 2024 Directors / Persons Discharging Managerial Responsibility (PDMRs) were granted share awards under the following existing incentive plans:
- IDS Long-Term Incentive Plan (LTIP)
- IDS Deferred Share Bonus Plan (DSBP)
1. IDS LTIP Award 2024
The LTIP looks forward three years (to the 2026/27 financial year) and is designed to incentivise PDMRs to deliver the key long-term priorities relevant for their role, aligned to shareholder and stakeholder interests. Whilst the share awards are granted now, vesting of the awards is conditional on the Company achieving, over the next three years, the stretching performance conditions provided for in the LTIP and, as noted below, will be subject to a mandatory two-year holding period before they are received by the PDMRs. The shares subject to these conditional performance-based awards are ordinary shares in IDS.
The metrics against which the conditional performance-based awards will be assessed will be included in the 2023-24 Annual Report and Accounts (ARA). Information on performance against those metrics will be referenced in the Company's 2026-27 ARA.
The Company's three PDMRs, Martin Seidenberg, Michael Snape and Mark Amsden, are entitled to a grant of conditional performance-based share awards under the LTIP, details of which are set out in the notification of dealing forms below. If the conditions are met in the ordinary course, the normal vesting date for the shares will be 4 June 2027. If the conditions are not met, or only partly met, then the conditional share awards would lapse in whole or in part. 106,525 shares under the award granted to Martin Seidenberg are subject to shareholder approval of an increase in the LTIP award limit at the Company's 2024 Annual General Meeting. If approval is not given, that part of the award will lapse.
Any shares that vest in 2027 will be subject to an additional, mandatory, two-year holding period, making a total period of five years post grant. In addition, Executive Directors are expected to retain any share-based awards until they achieve a shareholding equivalent to 200 per cent of salary, whilst other PDMRs are expected to retain any share-based awards until they achieve a shareholding equivalent to 100 per cent of salary.
If EP Group's takeover offer for IDS is successful, these conditional performance-based share awards will vest early upon the change of control of IDS, in accordance with the rules of the LTIP. As set out in the Co-operation Agreement between EP Group and IDS, it is the current intention of the IDS Remuneration Committee to assess whether or not the performance conditions are satisfied on, or shortly before, the change of control, and to apply time pro-rating rounded up to the nearest whole financial year.
No consideration was paid for the grant of these conditional performance-based share awards. For the purposes of this award, the three-day average share price immediately preceding the date of grant of £3.351 was used.
2. IDS DSBP Award 2024
Along with most FTSE businesses, IDS operates a Short-Term Incentive Plan (STIP), effectively an annual bonus scheme. The outcome for the 2024 STIP for Executive Directors will be set out in the Company's 2023-24 ARA. The Company's three PDMRs received a bonus in relation to IDS group-wide performance and the delivery of strategic priorities in FY 2023-24.
The rules of the STIP require participants to defer a third of their earned bonus into shares under the DSBP. As a result, awards under the DSBP were made to the three PDMRs on 4 June 2024. These awards were granted as conditional share awards, the normal vesting date of which is 4 June 2027.
If EP Group's takeover offer for IDS is successful, these conditional share awards will vest early and in full upon the change of control of IDS, in accordance with the rules of the DSBP.
No consideration was paid for the grant of these conditional share awards. For the purposes of this award, the three-day average share price immediately preceding the date of grant of £3.351 was used.
The below notifications, made in acc ordance with the requirements of the UK Market Abuse Regulation, give further detail.
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Michael Snape
2
Reason for the notification
a)
Position/status
Group 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
International Distribution Services plc
b)
LEI
213800TCZZU84G8Z2M70
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 in International Distribution Services plc
GB00BDVZYZ77
b)
Nature of the transaction
Grant of a conditional performance-based share award under the International Distribution Services plc Long Term Incentive Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 217,975 |
d)
Aggregated information
- Aggregated volume
- Price
N/A
N/A
e)
Date of the transaction
4 June 2024
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Martin Seidenberg
2
Reason for the notification
a)
Position/status
Group 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
International Distribution Services plc
b)
LEI
213800TCZZU84G8Z2M70
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 in International Distribution Services plc
GB00BDVZYZ77
b)
Nature of the transaction
Grant of a conditional performance-based share award under the International Distribution Services plc Long Term Incentive Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 426,103 |
d)
Aggregated information
- Aggregated volume
- Price
N/A
N/A
e)
Date of the transaction
4 June 2024
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Mark Amsden
2
Reason for the notification
a)
Position/status
Group General Counsel and Company Secretary
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
International Distribution Services plc
b)
LEI
213800TCZZU84G8Z2M70
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 in International Distribution Services plc
GB00BDVZYZ77
b)
Nature of the transaction
Grant of a conditional performance-based share award under the International Distribution Services plc Long Term Incentive Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 94,594 |
d)
Aggregated information
- Aggregated volume
- Price
N/A
N/A
e)
Date of the transaction
4 June 2024
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Michael Snape
2
Reason for the notification
a)
Position/status
Group 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
International Distribution Services plc
b)
LEI
213800TCZZU84G8Z2M70
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 in International Distribution Services plc
GB00BDVZYZ77
b)
Nature of the transaction
Grant of a conditional share award under the International Distribution Services plc Deferred Share Bonus Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 11,035 |
d)
Aggregated information
- Aggregated volume
- Price
N/A
N/A
e)
Date of the transaction
4 June 2024
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Martin Seidenberg
2
Reason for the notification
a)
Position/status
Group 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
International Distribution Services plc
b)
LEI
213800TCZZU84G8Z2M70
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 in International Distribution Services plc
GB00BDVZYZ77
b)
Nature of the transaction
Grant of a conditional share award under the International Distribution Services plc Deferred Share Bonus Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 75,795 |
d)
Aggregated information
- Aggregated volume
- Price
N/A
N/A
e)
Date of the transaction
4 June 2024
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Mark Amsden
2
Reason for the notification
a)
Position/status
Group General Counsel and Company Secretary
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
International Distribution Services plc
b)
LEI
213800TCZZU84G8Z2M70
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 in International Distribution Services plc
GB00BDVZYZ77
b)
Nature of the transaction
Grant of a conditional share award under the International Distribution Services plc Deferred Share Bonus Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 35,918 |
d)
Aggregated information
- Aggregated volume
- Price
N/A
N/A
e)
Date of the transaction
4 June 2024
f)
Place of the transaction
Outside a trading venue
Enquiries:
Investor Relations
John Crosse
Email: [email protected]
Media Relations
Jenny Hall
Phone: 07776 993 036
Email: [email protected]
Greg Sage
Phone: 07483 421 374
Email: [email protected]
Royal Mail press office: [email protected]
Company Secretary
Mark Amsden
Email: [email protected]
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