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TCLARKE PLC
Remuneration Information • Mar 27, 2023
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Remuneration Information
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National Storage Mechanism | Additional information 
RNS Number : 3212U
TClarke PLC
27 March 2023
TClarke plc
("the Company")
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
The Company announces that on 27th March 2023, the following Executive Directors of the Company were granted nil cost conditional share awards over ordinary shares of 10p each in Company ("Shares") pursuant to the TClarke 2021 Long-term Incentive Plan ("the Plan") as follows:
| Executive Director: | Number of conditional shares awarded: |
| Mark Lawrence | 337,843 |
| Mike Crowder | 287,934 |
| Trevor Mitchell | 253,382 |
No consideration was paid for the grant of the conditional share awards. The conditional share awards will normally vest on 27th March 2026, being the third anniversary of the date of grant, and will be subject to continued employment with the Company.
50% of the award will be subject to satisfaction of the earnings per share performance condition as set out below:
| Annual growth in EPS above CPI* | Proportion of award vesting |
| Less than 3% | Nil |
| 3% | 25% |
| Between 3% and 10% | Between 25% and 100% on a straight-line basis |
| Above 10% | 100% |
*Base point from which performance is measured is based on average underlying EPS for the two years ended 31st December 2022. Earnings per share calculated by underlying profit before tax divided by weighted average of number of shares in issue during the financial year.
50% of the award is being made to incentivise the achievement of the Company's 3 year ambitious organic growth plan, achievement of which would substantially enhance earnings per share. This element of the award will be subject to satisfaction of the Total Shareholder Return (TSR) performance condition as set out below:
| TSR* | Proportion of award vesting |
| Less than 35% | Nil |
| 35% | 25% |
| Between 35% and 50% | Between 25% and 100% on a straight-line basis |
| Above 50% | 100% |
* Base point share price 150p. The share price at maturity is the 3-month average to 31 December 2025.
Formal notifications in respect of the conditional share awards to the Executive Directors are below;
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Mark Lawrence
2
Reason for the notification
a)
Position/status
Group Chief Executive Officer and Executive Director (PDMR).
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
TClarke plc
b)
LEI
213800OIP8MU517BK123
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 10 pence each
GB0002015021
b)
Nature of the transaction
Grant of a conditional share award under the Long-term Incentive Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 337,843 |
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
2023-03-27
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Mike Crowder
2
Reason for the notification
a)
Position/status
Group Managing Director and Executive Director (PDMR).
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
TClarke plc
b)
LEI
213800OIP8MU517BK123
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 10 pence each
GB0002015021
b)
Nature of the transaction
Grant of a conditional share award under the Long-term Incentive Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 287,934 |
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
2023-03-27
f)
Place of the transaction
Outside a trading venue
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Trevor Mitchell
2
Reason for the notification
a)
Position/status
Group Finance Director and Executive Director (PDMR).
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
TClarke plc
b)
LEI
213800OIP8MU517BK123
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 10 pence each
GB0002015021
b)
Nature of the transaction
Grant of a conditional share award under the Long-term Incentive Plan
c)
Price(s) and volume(s)
| Price(s) | Volume(s) |
| Nil | 253,382 |
d)
Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)
Date of the transaction
2023-03-27
f)
Place of the transaction
Outside a trading venue
For further information contact:
TClarke plc
Mark Lawrence Group Chief Executive
Trevor Mitchell Finance Director
Tel: 020 7997 7400
Cenkos Securities plc (Corporate Broker)
Ben Jeynes (Corporate Finance)
Alex Pollen (Sales)
Tel: 020 7397 8900
RMS Partners
Simon Courtenay
Tel: 020 3735 551
27 March 2023
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