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PORTMEIRION GROUP PLC
Remuneration Information • Mar 25, 2021
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Remuneration Information
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RNS Number : 5589T
Portmeirion Group PLC
25 March 2021
25 March 2021
Portmeirion Group PLC
(the "Company" or "Group")
Grant of Options and Director Dealings
The Company announces that the Group's Remuneration Committee and Board have approved the surrender of certain share options in issue ("Existing Options") and the grant of 377,500 options ("New Options") over ordinary shares of 5 pence each in the Company ("Ordinary Shares") to Directors and senior managers on 24 and 25 March 2021 respectively pursuant to The Portmeirion 2012 Approved Share Option Plan and The Portmeirion 2012 Unapproved Share Option Plan (the "2012 Plans").
The surrender of Existing Options relates to options over 74,300 Ordinary Shares with an exercise price of 980.0 pence granted on 8 August 2019. The Existing Options were surrendered for no consideration. Included within the options surrendered was a total of 41,300 options over Ordinary Shares previously granted to persons discharging managerial responsibilities ("PDMRs") of the Group as set out below. The remaining options surrendered were held by senior managers.
The grant of New Options comprises options over a total of 250,000 Ordinary Shares to PDMRs as set out below and a further 127,500 options to other senior managers. The New Options granted have a vesting period of three years, a total exercise period of seven years between 26 March 2024 and 24 March 2031 and an exercise price of 632.5 pence per Ordinary Share (being the closing mid-market price of an Ordinary Share on the dealing day immediately preceding the date of grant).
The New Options granted on 25 March 2021 are normally only exercisable if the increase in the average of the Group's basic adjusted (for changes in accounting standards and exceptional items) earnings per share for each of the three years ending 31 December 2021, 31 December 2022 and 31 December 2023 is at least 10% higher than that calculated for the year ended 31 December 2019 using the number of shares in issue (excluding treasury shares and shares held in The Portmeirion Employees Share Trust on which dividends are not paid) immediately following the equity raise completed on 29 June 2020, being 13,739,182 shares.
| Number of options surrendered at 980.0 pence per Ordinary Share | Number options granted at an exercise price of 632.5 pence per Ordinary Share | Total number of Ordinary Shares over which each PDMR holds options following this notification | ||||
| Company directors/officers: | ||||||
| Michael Raybould | Chief Executive | - | 50,000 | 97,275 | ||
| Jacqui Gale | Chief Commercial Officer | 10,000 | 30,000 | 40,000 | ||
| Michael Knapper | Operations Director | - | 30,000 | 55,365 | ||
| William Robedee | President of North America | - | 30,000 | 45,000 | ||
| David Sproston | Group Finance Director | 4,600 | 30,000 | 59,000 | ||
| Moira MacDonald | Group Company Secretary | 4,600 | 12,500 | 20,000 | ||
| Subsidiary company directors: Portmeirion UK | ||||||
| Gemma Copping | Marketing Director | - | 7,500 | 12,500 | ||
| Robert Findler | Production Director | 7,500 | 7,500 | 13,500 | ||
| Daniel Goodall | Design Director | - | 7,500 | 13,500 | ||
| Samantha Pearce | HR Director | 4,600 | 7,500 | 13,500 | ||
| Stephen Richardson | UK Sales Director | 5,000 | 7,500 | 12,500 | ||
| Subsidiary company directors: Portmeirion North America | - | |||||
| Michael Gilson | Chief Financial Officer | - | 7,500 | 7,500 | ||
| Subsidiary company directors: Wax Lyrical | - | |||||
| Warren Gell | Commercial Director | 5,000 | 7,500 | 12,500 | ||
| Elizabeth Kerr | Finance Director | - | 5,000 | 5,000 | ||
| Lyn Place | Operations Director | - | 5,000 | 5,000 | ||
| Emma Stevenson | HR Director | - | 5,000 | 5,000 | ||
| Total: | 41,300 | 250,000 | 417,140 | |||
Amendment of Performance Conditions for Executive Share Options Granted in 2020
In addition, the Remuneration Committee has determined that the earnings per share performance conditions set for the options granted on 4 May 2020 under the 2012 Plans and the Portmeirion Group Phantom Share Plan (the "2020 Options") be rebased to take account of the number of shares in issue at the time of grant in May 2020 rather than the increased number of issued shares as a result of the June 2020 equity raise. The 2020 Options will therefore normally only be exercisable if the increase in the average of the Group's basic adjusted (for changes in accounting standards and exceptional items) earnings per share for each of the two years ending 31st December 2021 and 31st December 2022 is at least 10% higher than that for the year ended 31st December 2019. The number of the Group's shares in issue (excluding treasury shares and shares held in The Portmeirion Employees Share Trust on which dividends are not paid) to be used in the calculations shall be that at the time of grant of the options on 4 May 2020, being 10,642,578 shares.
The Group's Remuneration Committee believes it is key that the Group incentivise and retain Directors and senior managers to drive the business forward as they have admirably done over the last challenging year, whilst aligning their interests with those of shareholders.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
_____________________________________________
Notification and public disclosure of transactions by persons discharging managerial responsibilities / person closely associated with them.
1.
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
| Company directors/officers: | |
| Michael Raybould | Chief Executive |
| Jacqui Gale | Chief Commercial Officer |
| Michael Knapper | Operations Director |
| William Robedee | President of North America |
| David Sproston | Group Finance Director |
| Moira MacDonald | Group Company Secretary |
| Subsidiary company directors: | |
| Gemma Copping | Marketing Director (Portmeirion UK) |
| Robert Findler | Production Director (Portmeirion UK) |
| Daniel Goodall | Design Director (Portmeirion UK) |
| Samantha Pearce | HR Director (Portmeirion UK) |
| Stephen Richardson | UK Sales Director (Portmeirion UK) |
| Michael Gilson | Chief Financial Officer (Portmeirion US) |
| Warren Gell | Commercial Director (Wax Lyrical) |
| Elizabeth Kerr | Finance Director(Wax Lyrical) |
| Lyn Place | Operations Director (Wax Lyrical) |
| Emma Stevenson | HR Director (Wax Lyrical) |
2.
Reason for the notification
a)
Position/status
See 1(a) above for all positions - all classified as PDMRs of the Company
b)
Initial notification/Amendment
Initial Notification
3.
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
Portmeirion Group PLC
b)
LEI
2138003QC9J6TLZJHO70
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
Ordinary Shares of 5 pence each
b)
Identification code
GB0006957293
c)
Nature of the transactions
Surrender and Grant of options over Ordinary Shares
d)
Price(s) and volume(s)
Surrender for no consideration of 41,300 options over Ordinary Shares with an exercise price of 980.0 pence.
| Number of options surrendered at 980.0 pence per Ordinary Share | |
| Jacqui Gale | 10,000 |
| David Sproston | 4,600 |
| Moira MacDonald | 4,600 |
| Robert Findler | 7,500 |
| Samantha Pearce | 4,600 |
| Stephen Richardson | 5,000 |
| Warren Gell | 5,000 |
Grant of 250,000 options over Ordinary Shares with an exercise price of 632.5 pence.
| Number options granted at an exercise price of 632.5 pence per Ordinary Share | |
| Michael Raybould | 50,000 |
| Jacqui Gale | 30,000 |
| Michael Knapper | 30,000 |
| William Robedee | 30,000 |
| David Sproston | 30,000 |
| Moira MacDonald | 12,500 |
| Gemma Copping | 7,500 |
| Robert Findler | 7,500 |
| Daniel Goodall | 7,500 |
| Samantha Pearce | 7,500 |
| Stephen Richardson | 7,500 |
| Michael Gilson | 7,500 |
| Warren Gell | 7,500 |
| Elizabeth Kerr | 5,000 |
| Lyn Place | 5,000 |
| Emma Stevenson | 5,000 |
e)
Aggregated information
- Aggregated volume
- Price
Surrender for no consideration of 41,300 options over Ordinary Shares with an exercise price of 980.0 pence.
Grant of 250,000 options over Ordinary Shares with an exercise price of 632.5 pence.
f)
Date of the transactions
24 March 2021 - Surrender of options
25 March 2021 - Grant of options
f)
Place of the transactions
Off-market
Name of authorised official of issuer responsible for making notification:
Moira MacDonald
Company Secretary to Portmeirion Group PLC
ENQUIRIES:
| Portmeirion Group PLC: | ||
| Mike Raybould | +44 (0) 1782 743 443 | [email protected] |
| Chief Executive David Sproston |
+44 (0) 1782 743 443 | [email protected] |
| Group Finance Director | ||
| Hudson Sandler: | ||
| Dan de Belder | +44 (0) 207 796 4133 | [email protected] |
| Nick Moore | [email protected] | |
| Panmure Gordon (Nominated Adviser and Broker): |
+44 (0) 207 886 2500 | |
| Freddy Crossley / Joanna Langley | Corporate Finance | |
| Rupert Dearden | Corporate Broking |
| N+1 Singer (Joint Broker): |
+44 (0) 207 496 3000 | |
| Peter Steel / Sebastian Burke | Corporate Finance | |
| Rachel Hayes | Sales |
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