20 March 2023
Coats Group plc
Director/PDMR Shareholding
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and their Closely Associated Persons
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Rajiv Sharma | |
| b) | Position/status | Chief Executive Officer | |
| c) | Initial notification/ Amendment | Initial notification | |
| 2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Full name of entity | Coats Group plc | |
| b) | Legal Entity Identifier Code | 2138003SPYWGAITNFY17 | |
| 3 | 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 | Share award constituting a right to acquire Ordinary shares of £0.05
| |
| b) | Identification code/ ISIN | GB00B4YZN328 | |
| c) | Nature of the transaction | Award of nil cost share options under the terms of the Coats Group plc Long Term Incentive Plan ("LTIP") as set out in the attached Appendix 1. | |
| d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | Nil
| 1,477,678 |
| e) | Aggregated information |
1,477,678 n/a | |
| f) | Date of the transaction | 17 March 2023
| |
| g) | Place of the transaction | London Stock Exchange, Main Market (XLON) | |
| | | | |
| Enquiry details
| | | |
| Investors | Chris Dyett | Coats Group plc | +44 (0)797 497 4690 |
| | | | |
| Media | Richard Mountain / Nick Hasell | FTI Consulting | +44 (0)20 3727 1374 |
| | | | |
Appendix 1
Coats Group plc - 2023 Long Term Incentive Award - Performance Schedule
17 March 2023
Introduction
The following schedule sets out the performance conditions that will apply to the 2023 Coats Group plc Long Term Incentive award. The performance period is 1 January 2023 to 31 December 2025.
Performance Measures & Weighting
The award has four performance measures and is weighted according to the current allocation.
| Measure | Weighting (% of total award) | Definition |
| Coats Group plc Earnings Per Share Compound Annual Growth (CAGR) in 2024 | 30% | The Compound Annual Growth (CAGR) in EPS achieved in the performance period. The Board will consider the CAGR in Normalised EPS which is EPS, adjusted to exclude exceptional items such as property gains or losses and the impact of IAS19 charges (pensions finance). |
| Average Cash Conversion over 3-years (Cash) | 20% | The average of the adjusted Free Cash Flow divided by normalised Attributable Profit for each of the three years in the performance period. The adjusted Free Cash Flow is before deficit repair contributions to the UK pension scheme and after maintaining the company's asset base ie operating cash flow minus capital expenditures, adjusted for exceptional items such as property gains or losses. |
| Total Shareholder Return | 30% | The total returns to shareholders which includes share price growth and ordinary dividend payments. The performance condition is measured against a comparator group consisting of the FTSE250 minus investment trusts. |
| Sustainability | 20% | Achievement of 4 equally weighted specific strategic Sustainability goals identified which are linked to the Company's Sustainability goals. |
| TOTAL | 100% | |
Performance Targets and Vesting Schedule
| EPS CAGR (adjusted if necessary) | Threshold | Mid | Maximum |
| EPS CAGR in the period from 2023-2025. Measured from a base year in 2022 | 5% | 10% | 15% |
| Vesting (The proportion of the award for this measure that vests) | 25% | 62.5% | 100% |
| Average Cash Conversion | Threshold | Target | Maximum |
| Average Cash conversion over the period 2023 to 2025 | 70% | 80% | 90% |
| Vesting (The proportion of the award for this measure that vests) | 25% | 62.5% | 100% |
| Total Shareholder Return | Threshold | Mid | Maximum |
| Ranking Position vs FTSE250 (excluding investment trusts) | Median | 62.5 Percentile | Upper Quartile |
| Vesting (The proportion of the award for this measure that vests) | 25% | 62.5% | 100% |
| Sustainability | Threshold | Mid | Maximum |
| Energy: reduction in Scope 1&2 emissions | 15% | 15.75% | 16.5% |
| Recyclable Materials: growth in sustainable (non-virgin oil) based materials | Growth to 46% | Growth to 48% | Growth to 50% |
| Waste: reduction in waste to landfill | 65% reduction | 70% reduction | 75% reduction |
| Diversity & inclusion: percentage representation of women in the leadership (senior manager and above) population | 21% | 23% | 25% |
| Vesting (The proportion of the award for this measure that vests) | 25% | 62.5% | 100% |
| Targets for energy and waste reduction and growth in recyclable materials are measured against a 2022 baseline. | |||
There is a proportionate straight-line vesting for performance between each of the targets shown above.
General Terms: the Committee retains the discretion to consider whatever adjustments it considers are fair and reasonable when considering the performance against the targets shown. The Committee may adjust the level of vesting if it considers that the performance measures do not reflect the overall performance of the company during the performance period or if there has been a material event such as an acquisition or disposal during the course of the performance period.
March 2023
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