Spire Healthcare Group plc
16 March 2023
Notification of Transactions of Persons Discharging Managerial Responsibilities
This notification is made in accordance with DTR 3.1.4R (1) (a) of the Disclosure and Transparency Rules.
Grant of Deferred Share Bonus Plan ("DSBP") Awards
Spire Healthcare Group plc (the "Company") announces that on 15 March 2023, awards (the "DSBP Awards") were granted over the Company's ordinary shares in the form of nil-cost options to the Directors named below, under the Spire Healthcare Group plc DSBP.
Under the DSBP, Executive Directors are required to defer a proportion of their gross cash bonus, received in respect of the full year ended 31 December 2022, into shares in the Company for a period of three years. The Directors listed below have the following interest in shares as deferred share bonus awards under the DSBP:
| Director | Percentage deferral of 2022 gross cash bonus* | Deferred Shares |
| Justin Ash | 50% | 116,473 |
| Jitesh Sodha | 33% | 51,569 |
* To be disclosed in the 2022 Annual Report and Accounts
The share price used to determine the number of Deferred Shares subject to award was 213.0 pence, being the mid-market closing share price on 14 March 2023 (the dealing day prior to the awards being made).
The DSBP Awards will vest on the third anniversary of the grant date on 15 March 2026, subject to continued employment. Upon vesting, the options will remain exercisable until 14 March 2033.
Grant of Long Term Incentive Plan ("LTIP") awards
The Company further announces that, on 15 March 2023, a performance share award was granted over the Company's ordinary shares in the form of nil cost options to the following Executive Directors and PDMR in the Company, under the rules of the Spire Healthcare Group plc Long Term Incentive Plan.
| Executive Director Justin Ash Jitesh Sodha
| Maximum number of shares under Award 541,661 364,448 |
| Other PDMRs John Forrest |
206,426 |
The number of shares set out above represents 200% of each Executive Director's base salary and 125% of John Forrest's base salary. It is the maximum number which may vest under the LTIP Awards following the end of the performance period (31 December 2025). The shareholder-approved Remuneration Policy permits awards of up to 200% of base salary for Executive Directors.
The actual number of shares which vest will depend on the extent to which the relevant performance conditions have been satisfied.
The performance conditions applicable to the LTIP Awards will be based as follows:
· 35% on relative total shareholder return (TSR) performance;
· 35% on ROCE performance; and
· 30% on two Operational Excellence measures.
Further details of these performance conditions will be disclosed in the 2022 Annual Report and Accounts when published.
The share price used to determine the number of shares under the LTIP Awards was 237.4 pence being the average of the mid-market closing share price over the thirty trading days ending on 14 March 2023.
The transaction place is London.
Notes:
1) For Justin Ash and Jitesh Sodha the 2023 LTIP awards described above will also be subject to a further two-year holding period following the vesting date.
2) The actual number of shares which vest under the LTIP awards will depend on the extent to which the relevant performance conditions are satisfied in due course.
Name of contact and telephone number for queries:
Philip Davies
Company Secretary
Spire Healthcare Group plc
Tel: 07803 508348
Notification and public disclosure of transaction by persons discharging managerial responsibility and persons closely associated with them
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name
| Justin Ash | |
| 2 | Reason for the notification | ||
| a) | Position/status
| Chief Executive Officer/PDMR | |
| b) | Initial notification /Amendment
| Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name
| Spire Healthcare Group plc | |
| b) | LEI | 213800IBJPW3SE2RA350
| |
| 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 1 pence each
GB00BNLPYF73 | |
| b) | Nature of the transaction | Grant of performance share awards under the Company's Deferred Share Bonus Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 116,473 | ||
|
| |||
| d) | Aggregated information - Aggregated volume - Price | As above | |
| e) | Date of the transaction | 2023-03-15 | |
| f) | Place of the transaction | XLON | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name
| Jitesh Sodha | |
| 2 | Reason for the notification | ||
| a) | Position/status
| Chief Financial Officer/PDMR | |
| b) | Initial notification /Amendment
| Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name
| Spire Healthcare Group plc | |
| b) | LEI | 213800IBJPW3SE2RA350
| |
| 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 1 pence each
GB00BNLPYF73 | |
| b) | Nature of the transaction | Grant of performance share awards under the Company's Deferred Share Bonus Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 51,569 | ||
|
| |||
| d) | Aggregated information - Aggregated volume - Price | As above | |
| e) | Date of the transaction | 2023-03-15 | |
| f) | Place of the transaction | XLON | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name
| Justin Ash | |
| 2 | Reason for the notification | ||
| a) | Position/status
| Chief Executive Officer/PDMR | |
| b) | Initial notification /Amendment
| Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name
| Spire Healthcare Group plc | |
| b) | LEI | 213800IBJPW3SE2RA350
| |
| 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 1 pence each
GB00BNLPYF73 | |
| b) | Nature of the transaction | Grant of performance share awards under the Company's Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 541,661 | ||
|
| |||
| d) | Aggregated information - Aggregated volume - Price | As above | |
| e) | Date of the transaction | 2023-03-15 | |
| f) | Place of the transaction | XLON | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name
| Jitesh Sodha | |
| 2 | Reason for the notification | ||
| a) | Position/status
| Chief Financial Officer/PDMR | |
| b) | Initial notification /Amendment
| Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name
| Spire Healthcare Group plc | |
| b) | LEI | 213800IBJPW3SE2RA350
| |
| 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 1 pence each
GB00BNLPYF73 | |
| b) | Nature of the transaction | Grant of performance share awards under the Company's Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 364,448 | ||
|
| |||
| d) | Aggregated information - Aggregated volume - Price | As above | |
| e) | Date of the transaction | 2023-03-15 | |
| f) | Place of the transaction | XLON | |
| a) | Name
| John Forrest | |
| 2 | Reason for the notification | ||
| a) | Position/status
| Chief Operating Officer/PDMR | |
| b) | Initial notification /Amendment
| Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name
| Spire Healthcare Group plc | |
| b) | LEI | 213800IBJPW3SE2RA350
| |
| 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 1 pence each
GB00BNLPYF73 | |
| b) | Nature of the transaction | Grant of performance share awards under the Company's Long Term Incentive Plan | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 206,426 | ||
|
| |||
| d) | Aggregated information - Aggregated volume - Price | As above | |
| e) | Date of the transaction | 2023-03-15 | |
| f) | Place of the transaction | XLON | |
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