STAFFLINE GROUP PLC

Remuneration Information • Jan 24, 2018

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RNS Number : 7256C

Staffline Group PLC

24 January 2018

For immediate release                                                                                                                        24 January 2018

STAFFLINE GROUP PLC

("Staffline", "the Company" or "the Group")

Joint Share Ownership Awards

Staffline, the Recruitment and Employability organisation, announces that on 24 January 2018, 1,035,000 ordinary shares in the Company ("JSOP shares") have been awarded to Directors, PDMRs and senior managers in accordance with the 2018 Staffline Group Joint Share Ownership Plan ("JSOP"). These ordinary shares will be held by the Staffline Group Employee Benefit Trust ("EBT"). No new ordinary shares will be issued by Staffline as 1,045,400 of the 2,220,400 ordinary shares currently held by the Employee Benefit Trust are no longer required to satisfy requirements under previous JSOP schemes.

The JSOP has been created to incentivise the Directors and key members of the Group's senior management to achieve certain earnings per share and total shareholder return targets over a five year period.

Under the JSOP rules the full allocation will be triggered if fully diluted underlying earnings per share, before amortisation of intangible assets arising on business combinations and share based payment charges, ("Adjusted EPS") in the financial year ending 31 December 2022 is 200p or higher. 75 per cent of the award will be triggered if Adjusted EPS is 180p in the financial year ending 31 December 2022, with the allocation scaled up on a straight-line basis for Adjusted EPS between 180p and 200p. There will be no award if Adjusted EPS is below 180p in the financial year ending 31 December 2022 and any allocation made based on Adjusted EPS will be halved if the Total Shareholder Return ("TSR") of the Company is not better than the TSR for the FTSE AIM All Share index over the five-year period 1st January 2018 to 31st December 2022.

The awards vest in full in the event of a change of control at any time.

Pursuant to the JSOP rules, Directors and employees awarded JSOP Shares today will benefit from the growth in value of each JSOP Share from the average closing middle-market price of the Company's shares on the five trading days immediately preceding the date of the award ("the base price").

Of the new awards, 400,000 have been allocated to the two executive Directors of the Company in co-ownership with the EBT at the base price of 999pence.  The remaining 625,000 of the new awards has been awarded to thirteen key senior managers at the same base price. Under the JSOP rules, and unless there is a prior change of control, the minimum vesting period for the shares is 5.5 years (i.e. vesting in July 2023).

For the executive Directors of the Company, in the case of a serious breach of contract by the employee or material financial misstatement or being responsible for material reputational damage to the Group, net cash proceeds received on realisation of the awards may be clawed back by the Company for up to two years after vesting.

The Company's issued share capital comprises of 27,849,389 ordinary shares of 10p each, which figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, Staffline under the FCA's Disclosure and Transparency Rules.

Christopher Pullen, Chief Executive Officer, and Michael Watts, Chief Financial Officer, are participants in the Company's new JSOP scheme and have been awarded 275,000 and 125,000 JSOP shares respectively. Both figures are included in the total figures above. As a result of these awards, their interests in Staffline's ordinary shares are as follows:

Director	Ordinary Shares held	Ordinary Shares held under JSOP	Ordinary Shares under option in ESOP	Ordinary Shares under option in SAYE	Total  interest	% of issued share capital
Christopher Pullen	12,000	275,000	100,000	1,931	388,931	1.40%
Michael Watts	-	125,000	-	1,931	126,931	0.46%

In addition, awards totaling 560,000 JSOP shares were given to the following 10 employees who are regarded as Persons Discharging Managerial Responsibilities ("PDMR's"):

Reference number	Name	Role	Division	Awards under JSOP
1	M Underwood	Managing Director	Recruitment	125,000
2	S Rouse	Managing Director	PeoplePlus	125,000
3	M McKenzie	Managing Director Ireland	Recruitment	50,000
4	L Garner	Group Sales Director	Recruitment	40,000
5	A Holloway	Director of Operations	PeoplePlus	40,000
6	M Keegan	Finance Director	Recruitment	50,000
7	K Rodger	Director of Justice and Strategy	PeoplePlus	40,000
8	J Davies	Divisional Director - Agriculture	Recruitment	25,000
9	C Glover	Divisional Director - Food	Recruitment	40,000
10	A Birse	Divisional Director - Express	Recruitment	25,000

Details of each transaction can be found in the Annex pages that follow.

For further information, please contact:
Staffline Group plc
Chris Pullen, Chief Executive Officer                                                                                   07786 265344
Michael Watts, Group Chief Financial Officer                                                                  07970 215262
investors@staffline.co.uk www.stafflinegroupplc.co.uk
Liberum NOMAD and Joint Broker
Steve Pearce / Joshua Hughes                                                                                                020 3100 2222
www.liberum.com
Berenberg  Joint Broker
Chris Bowman / Toby Flaux                                                                                                        020 3465 2722
www.berenberg.com
Buchanan   PR and Communications
Richard Oldworth / Jamie Hooper / Madeleine Seacombe                                          020 7466 5000
staffline@buchanan.uk.com www.buchanan.uk.com

About Staffline

"Enabling the future of work"

Staffline is a leading workforce recruitment and management organisation providing services, mainly in the UK and Eire, to both Government and commercial customers. The Recruitment division (previously 'Staffing') supplied up to 52,000 workers per day in 2017 to more than 1,500 clients. The PeoplePlus division is a leading provider to both Central and Local Government, as well as commercial customers, offering a wide range of services to help and support in the Employability (Welfare to Work), Justice, Communities and Skills arenas.

Recruitment

Specialising in providing complete labour solutions in agriculture, food processing, manufacturing, e-retail, driving and the logistics sectors, the Recruitment business operates from over 400 locations in the UK, Eire and Poland. The Recruitment brands include:

·    Staffline OnSite, based on clients' premises and providing both blue and white collar, managed, temporary workforces

·     Driving Plus, providing HGV drivers to the driving industry

·     Staffline Agriculture, providing workers to the UK farming and horticulture sectors

·     Staffline Express, our high street branch based operation

·   Brightwork, a recruitment business based in Scotland specialising in temporary and permanent jobs to the drinks industry

·     Diamond Recruitment, one of the largest providers of recruitment services in Northern Ireland

PeoplePlus

A trusted partner in delivering employability, skills and well-being services. Contracts span Central, Local and Devolved Government and the Private Sector, including:

Employability:

·     Work Programme, prime contractor in nine regions and sub-contractor in three regions in England and Wales

·     Fair Start Scotland, prime contractor in two regions commencing April 2018

·     New Enterprise Allowance (business start-up support), prime contractor in three regions of England and Scotland and a sub-contractor in Wales

·     Steps to Success, prime contractor in Northern Ireland, an employment programme to build skills

·  Tackling Youth Unemployment through the MyGo service in Suffolk, the Youth Promise Plus in Birmingham and the Wirral Youth Employment Gateway

·     Building Employment through Education, working in Schools in Northern Ireland

Education and Training services:

·   Prime contractor to the Education and Skills Funding Agency, Welsh Government and Skills Development Scotland, providing Adult Education and Apprenticeships 

·   Delivering Apprenticeships programmes for the Private Sector, via the Apprenticeship Levy and non-levy programmes   

Justice and Community services:

·  Ministry of Justice, Transforming Rehabilitation in Warwickshire and West Mercia, delivering rehabilitation services

·   Delivery of education and training to prisoners in ten prisons in the East of England and London

·   Independent Living Services, supporting 3,500 disabled people lead independent lives

·   Access To Work, providing adaptation in the work place for people with disabilities - national contract.

·   Support for the users of Prison Visitor Centres for the Northern Ireland Prison Service

·   Carers Hubs in Stoke and Staffordshire

ANNEX

The following notifications are intended to satisfy the Company's obligations under Article 19(3) of EU Regulation No 596/2014 (the Market Abuse Regulation).

Notification and public disclosure 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

CHRISTOPHER PULLEN

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

STAFFLINE GROUP PLC

b)

LEI

213800BVLF1BCOJUH828

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 10P EACH

GB00B040L800

b)

Nature of the transaction

ALLOCATION OF ORDINARY SHARES OF 10P EACH UNDER THE STAFFLINE GROUP PLC JOINT SHARE OWNERSHIP PLAN 2018

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£9.99	275,000

d)

Aggregated information

-        Aggregated volume

-      Price

NOT APPLICABLE

e)

Date of the transaction

24 JANUARY 2018

f)

Place of the transaction

OFF MARKET

Notification and public disclosure 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

MICHAEL WATTS

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

STAFFLINE GROUP PLC

b)

LEI

213800BVLF1BCOJUH828

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 10P EACH

GB00B040L800

b)

Nature of the transaction

ALLOCATION OF ORDINARY SHARES OF 10P EACH UNDER THE STAFFLINE GROUP PLC JOINT SHARE OWNERSHIP PLAN 2018

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£9.99	125,000

d)

Aggregated information

-        Aggregated volume

-      Price

NOT APPLICABLE

e)

Date of the transaction

24 JANUARY 2018

f)

Place of the transaction

OFF MARKET

Notification and public disclosure 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

1.       MARK UNDERWOOD

2.       SIMON ROUSE

3.       MARTINA MCKENZIE

4.       LEE GARNER

5.       ADELE HOLLOWAY

6.       MARK KEEGAN

7.       KEVIN RODGER

8.       JAMES DAVIES

9.       CRAIG CLOVER

10.     ALISON BIRSE

2

Reason for the notification

a)

Position/status

1.       MANAGING DIRECTOR - RECRUITMENT DIVISION

2.       MANAGING DIRECTOR - PEOPLEPLUS DIVISION

3.       MANAGING DIRECTOR - IRELAND

4.       GROUP SALES DIRECTOR - RECRUITMENT DIVISION

5.       DIRECTOR OF OPERATIONS - PEOPLEPLUS DIVISION

6.       FINANCE DIRECTOR - RECRUITMENT DIVISION

7.       DIRECTOR OF JUSTICE AND STRATEGY - PEOPLEPLUS DIVISION

8.       DIVISIONAL DIRECTOR RECRUITMENT - AGRICULTURE

9.       DIVISIONAL DIRECTOR RECRUITMENT - FOOD

10.     DIVISIONAL DIRECTOR RECRUITMENT - EXPRESS

b)

Initial notification/ Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

STAFFLINE GROUP PLC

b)

LEI

213800BVLF1BCOJUH828

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 10P EACH

GB00B040L800

b)

Nature of the transaction

ALLOCATION OF ORDINARY SHARES OF 10P EACH UNDER THE STAFFLINE GROUP PLC JOINT SHARE OWNERSHIP PLAN 2018

c)

Price(s) and volume(s)

PDMR reference	PDMR	Price(s)	Volume(s)
1	M Underwood	£9.99	125,000
2	S Rouse	£9.99	125,000
3	M McKenzie	£9.99	50,000
4	L Garner	£9.99	40,000
5	A Holloway	£9.99	40,000
6	M Keegan	£9.99	50,000
7	K Rodger	£9.99	40,000
8	J Davies	£9.99	25,000
9	C Glover	£9.99	40,000
10	A Birse	£9.99	25,000

d)

Aggregated information

-        Aggregated volume

-      Price

NOT APPLICABLE

e)

Date of the transaction

24 JANUARY 2018

f)

Place of the transaction

OFF MARKET

This information is provided by RNS

The company news service from the London Stock Exchange

END

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