De La Rue plc
(the "Company")
Director/PDMR Shareholding
Notification of transactions by persons discharging managerial responsibilities and persons closely associated with them
13 October 2023
De La Rue plc announces that on 12 October 2023 it granted awards under the De La Rue Performance Share Plan 2020 (the "PSP") and the De La Rue Investor Returns Plan (the "IRP") to Clive Vacher and Ruth Euling, each of whom is an Executive Director and a Person Discharging Managerial Responsibilities ("PDMR") of the Company. The granting of the awards creates a change in the interests of each of them in the ordinary shares of 44152/175p of the Company ("Shares"). The awards were granted under the rules of the PSP and IRP as follows:
| Name of Director/PDMR | Role | Number of Shares subject to the PSP Option (40% of the award) | Number of Shares subject to the IRP Option (60% of the award) |
| Clive Vacher | CEO | 309,602 | 640,878 |
| Ruth Euling | MD, Currency | 102,454 | 212,079 |
The Options were granted on 12 October 2023 (the "Award Date"). The number of Shares contained in each Option was calculated by reference to a price of 62 pence, being the average of the closing middle market quotations for the Company's Shares for the five consecutive dealing days including and ending on 11 October 2023.
The awards are a blended mix of PSP and IRP Options offering higher leverage and potential returns to participants for associated share price growth.
The PSP Options are granted such that vesting is subject to two equally-weighted performance conditions, which will be assessed independently, as outlined below:
| Performance metric | Proportion | Threshold | Maximum |
| Outcome | | 25% vesting | 100% vesting |
| Adjusted EPS (Average performance over 3 years) | 50% | 3 pence | 5 pence |
| Free Cash Flow (3 year average) | 50% | £10million | £15 million |
Performance below Threshold will result in zero vesting. Performance between the Threshold and Maximum levels will result in a pro-rata increase in the number of Shares vesting, on a straight-line basis. Performance beyond the Maximum level will not result in any additional vesting.
The IRP Options are granted subject to the following performance condition:
| Relative Total Shareholder Return Underpin Outperformance of the FTSE 250 (ex Investment Trusts) over the three years from date of grant. Calculated based on a net return index with 30 day averaging at the start and end of the performance period. | Equivalent to 60% of award on a relative face value calculation | 100% will vest if underpin met However, as the exercise price is set at a premium to the share price at grant, participants will only be able to realise value if the share price exceeds 80p. |
Options under the IRP will only have value if the share price exceeds the option price and vesting requires that the Company has delivered market competitive total returns to shareholders. The exercise price has been set at 80p (a premium of 29% to the share price of 62p at grant date).
The performance conditions are also subject to the discretion of the Remuneration Committee to adjust or over-ride the formulaic outcome and determine the number of Shares in respect of which the Option will vest, taking into account such factors it may in its discretion determine, potentially including the underlying performance of the Group and the Participant's individual performance.
The normal vesting date for each of the Options is 12 October 2026. To the extent that an Option vests, it is subject to a further holding period of two years, during which time it will not be capable of exercise. This means that, in line with the UK Corporate Governance Code, each Option will be subject to an aggregate vesting and holding period of five years and no value can be realized by the option holder until 12 October 2028 at the earliest.
The number of Shares shown in the first table above represents the maximum that may be acquired if all performance conditions are achieved in full. The Company may also transfer additional Shares to reflect the value of dividends that would have been paid on the Shares in respect of which the Option vests over the period between the Award Date and the end of the post-vesting holding period.
The relevant information set out below is provided in accordance with the requirements of Article 19 of the Market Abuse Regulation as retained in UK law.
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Clive Vacher | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status
| Executive Director/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
| De La Rue plc | ||||
| b)
| LEI
| 213800DH741LZWIJXP78 | ||||
| 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 44152/175p
GB00B3DGH821 | ||||
| b)
| Nature of the transaction
| Grant of options under the rules of the De La Rue Performance Share Plan 2020 (PSP) and the De La Rue Investor Returns Plan (IRP). | ||||
| c)
| Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price
- Aggregated total | N/A
| ||||
| e)
| Date of the transaction
| 12 October 2023 | ||||
| f)
| Place of the transaction
| Outside a trading venue | ||||
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
| a)
| Name
| Ruth Euling | ||||
| 2
| Reason for the notification
| |||||
| a)
| Position/status
| Executive Director/MD, Currency | ||||
| b)
| Initial notification /Amendment
| Initial Notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a)
| Name
| De La Rue plc | ||||
| b)
| LEI
| 213800DH741LZWIJXP78 | ||||
| 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 44152/175p
GB00B3DGH821 | ||||
| b)
| Nature of the transaction
| Grant of options under the rules of the De La Rue Performance Share Plan 2020 (PSP) and the De La Rue Investor Returns Plan (IRP). | ||||
| c)
| Price(s) and volume(s)
|
| ||||
| d)
| Aggregated information
- Aggregated volume
- Price
- Aggregated total | N/A
| ||||
| e)
| Date of the transaction
| 12 October 2023 | ||||
| f)
| Place of the transaction
| Outside a trading venue | ||||
Jon Messent, Company Secretary
Contact Number: 01256 605212
13 October 2023
De La Rue plc's LEI code is 213800DH741LZWIJXP78.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.