12 June 2023
James Fisher and Sons plc
Notification of Directors' Interests in Shares
On 8 June 2023, awards over ordinary shares of 25 pence each in James Fisher and Sons plc (the "Company") were made under the James Fisher and Sons 2021 Long Term Incentive Plan, to the following persons discharging managerial responsibilities ("PDMRs"):
| PDMRs
| Number of shares held under award |
| Jean Vernet
| 246,021 |
| Duncan Kennedy
| 116,047 |
No consideration was paid for the grant of the awards which are structured as restricted share awards.
The awards will normally vest on the 8 June 2026 subject to the satisfaction of the performance conditions set by the Remuneration Committee of the Company.
The following three performance conditions apply to the award:
50 per cent. of the award is subject to a performance condition based on the Company's earnings per share ("EPS") performance over three financial years commencing with the financial year in which the award is granted. None of this element shall vest if the Company's EPS for the 2025 financial year is less than 50 pence. 25 per cent. of this element shall vest if 2025 EPS is 50 pence, rising on a straight-line sliding scale to 100 per cent. vesting of this element if 2025 EPS is at least 62 pence.
30 per cent. of the award is subject to a performance condition comparing the Company's total shareholder return ("TSR") against a comparator group comprising the constituents of the FTSE 250 Index (excluding investment trusts) at the start of the TSR performance period. TSR shall be measured over three years commencing on 6 April 2023. None of this element shall vest if the Company's relative TSR over this period is below the median TSR of the comparator group. 25 per cent. of this element shall vest if the Company's TSR is in line with the median TSR of the comparator group, rising on a straight-line sliding scale to 100 per cent. vesting of this element if TSR is at least upper quartile.
The remaining 20 per cent. of the award is subject to a performance condition based on the Company's return on capital employed ("ROCE") performance over three financial years commencing with the financial year in which the award is granted. None of this element shall vest if the Company's ROCE for the 2025 financial year is less than 10%. 25 per cent. of this element shall vest if 2025 ROCE is 10%, rising on a straight-line sliding scale to 100 per cent. vesting of this element if 2025 ROCE is at least 13%.
In line with the Remuneration Policy approved by shareholders at the 2021 AGM, a two-year post-vesting holding period will apply to the awards made to Jean Vernet and Duncan Kennedy.
Furthermore, the Remuneration Committee retains the discretion to adjust the awards at vesting to ensure that all relevant factors are taken into account, including the consideration of any windfall gains.
This announcement, including the notification below, is made in accordance with the requirements of the Market Abuse Regulations.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Jean Vernet | ||||
| 2 | Reason for Notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/Amendment | Initial Announcement | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | James Fisher and Sons plc | ||||
| b) | LEI | 213800J975E5OYR6S216 | ||||
| 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 25 pence each in James Fisher and Sons plc GB0003395000
| ||||
| b) | Nature of the transaction | Grant of a restricted share award under the James Fisher and Sons 2021 Long Term Incentive Plan. The award will ordinarily vest on 8 June 2026 subject to the achievement of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | Aggregated information 246,021 Nil | ||||
| e) | Date of the transaction | 8 June 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Duncan Kennedy | ||||
| 2 | Reason for Notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/Amendment | Initial Announcement | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | James Fisher and Sons plc | ||||
| b) | LEI | 213800J975E5OYR6S216 | ||||
| 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 25 pence each in James Fisher and Sons plc GB0003395000
| ||||
| b) | Nature of the transaction | Grant of a restricted share award under the James Fisher and Sons 2021 Long Term Incentive Plan. The award will ordinarily vest on 8 June 2026 subject to the achievement of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
116,047 Nil
| ||||
| e) | Date of the transaction | 8 June 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
For further information:
| James Fisher and Sons plc | Jean Vernet Duncan Kennedy | Chief Executive Officer Chief Financial Officer | 020 7614 9503 |
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