18 March 2024
Headlam Group plc
(the 'Company')
Grant of awards under Deferred Bonus Plan & Performance Share Plan
Performance Share Plan awards
On 18 March 2024, the Company granted awards in the form of nil-cost options over a total of 935,334 ordinary shares of 5 pence each in the Company under the Company's Performance Share Plan, (the 'PSP'), including 660,635 to the following Executive Directors:
|
Executive Director / PDMR
|
Role |
Number of ordinary shares over which PSP awards granted |
|
Chris Payne
|
Chief Executive | 395,402 |
| Adam Phillips
| Chief Financial Officer | 265,233 |
As detailed in the 2023 Annual Report and Accounts published on 18 March, vesting of the PSP awards is dependent on continued employment and the achievement of performance conditions against the following measures:
- compound growth in Earnings Per Share (70%);
- relative Total Shareholder Return performance measured against the constituents of the FTSE SmallCap Index (excluding investment trusts) (20%); and
- reduction in greenhouse gas emissions (10%).
The performance conditions will be measured over a three-year performance period.
In addition, the awards are further subject to an underpin performance condition that the extent of vesting reflects the overall financial performance of the Company over the three-year performance period. When making this determination the Company's Remuneration Committee will have full discretion to ensure that the final outcome is warranted based on the performance of the Company in light of all relevant factors to ensure there have been no windfalls gains.
PSP awards granted to Executive Directors are additionally subject to a two-year holding period following the date of vesting during which a dividend equivalent will accrue in the form of additional shares to the extent the awards vest, as calculated on a re-investment basis.
The number of ordinary shares over which the awards were granted was calculated on a share price of 183.80 pence per ordinary share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list. The awards are subject to the malus and clawback provisions of the PSP.
Deferred Bonus Plan ('DBP') awards
As detailed in the Directors' Remuneration Report on page 116 of the 2023 Annual Report and Accounts, rather than defer one-third of the bonus outcome into an award over shares, the Remuneration Committee has decided to defer 100% of the Executive Director's 2023 bonus outcome into an award under the DBP.
On 18 March 2024, the Company granted nil-cost options under the DBP to the following Executive Directors:
|
Executive Director / PDMR
|
Role |
Amount of Bonus Deferred (£) |
Number of ordinary shares over which DBP awards granted |
|
Chris Payne
|
Chief Executive |
118,750
| 64,608 |
| Adam Phillips
| Chief Financial Officer | 54,375*
| 29,583 |
* Pro-rated as Adam Phillips to reflect that he joined the Company on 20 March 2023.
The 2024 DBP awards will not vest until the second anniversary of the grant date, and are subject to a dividend equivalent in the form of shares, calculated on a re-investment basis. The number of ordinary shares over which the awards were granted was calculated based on a share price of 183.80 pence per ordinary share, being the average mid-market closing share price for the five business days prior to the grant date, as derived from the London Stock Exchange daily official list.
| Headlam Group plc | Tel: 01675 433 000 |
| Chris Payne, Chief Executive | Email: headlamgroup@headlam.com |
| Adam Phillips, Chief Financial Officer
Alison Hughes, General Counsel & Company Secretary | |
| Panmure Gordon (UK) Limited (Corporate Broker) | Tel: 020 7886 2500 |
| Tom Scrivens / Atholl Tweedie
Peel Hunt LLP (Corporate Broker) |
Tel: 020 7418 8900 |
| George Sellar / Finn Nugent
| |
|
| |
Notification and public disclosure of transactions by persons discharging managerial
responsibilities / persons closely associated with them.
| 1. | Details of PDMR / person closely associated with them ("PCA") | |||||
| a) | Name | Chris Payne | ||||
| 2. | Reason for the notification | |||||
| a) | Position / status | Chief Executive | ||||
| b) | Initial notification / amendment | Initial notification | ||||
| 3. | Details of the issuer | |||||
| a) | Name | Headlam Group plc | ||||
| b) | LEI | 213800I4AZZUJEYX9O90 | ||||
| 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 | Ordinary shares of 5 pence each. | ||||
| b) | Identification code | ISIN: GB0004170089 | ||||
| c) | Nature of the transaction | Grant of nil-cost options over Ordinary Shares under the Company's Deferred Bonus Plan | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information - Volume - Price | N/A | ||||
| f) | Date of the transaction | 18 March 2024 | ||||
| g) | Place of the transaction | Outside a trading venue | ||||
| 1. | Details of PDMR / person closely associated with them ("PCA") | |||||
| a) | Name | Adam Phillips | ||||
| 2. | Reason for the notification | |||||
| a) | Position / status | Chief Financial Officer | ||||
| b) | Initial notification / amendment | Initial notification | ||||
| 3. | Details of the issuer | |||||
| a) | Name | Headlam Group plc | ||||
| b) | LEI | 213800I4AZZUJEYX9O90 | ||||
| 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 | Ordinary shares of 5 pence each. | ||||
| b) | Identification code | ISIN: GB0004170089 | ||||
| c) | Nature of the transaction | Grant of nil-cost options over Ordinary Shares under the Company's Deferred Bonus Plan | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information - Volume - Price | N/A | ||||
| f) | Date of the transaction | 18 March 2024 | ||||
| g) | Place of the transaction | Outside a trading venue | ||||
| 1. | Details of PDMR / person closely associated with them ("PCA") | |||||
| a) | Name | Chris Payne | ||||
| 2. | Reason for the notification | |||||
| a) | Position / status | Chief Executive | ||||
| b) | Initial notification / amendment | Initial notification | ||||
| 3. | Details of the issuer | |||||
| a) | Name | Headlam Group plc | ||||
| b) | LEI | 213800I4AZZUJEYX9O90 | ||||
| 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 | Ordinary shares of 5 pence each. | ||||
| b) | Identification code | ISIN: GB0004170089 | ||||
| c) | Nature of the transaction | Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information - Volume - Price | N/A | ||||
| f) | Date of the transaction | 18 March 2024 | ||||
| g) | Place of the transaction | Outside a trading venue | ||||
| 1. | Details of PDMR / person closely associated with them ("PCA") | |||||
| a) | Name | Adam Phillips | ||||
| 2. | Reason for the notification | |||||
| a) | Position / status | Chief Financial Officer | ||||
| b) | Initial notification / amendment | Initial notification | ||||
| 3. | Details of the issuer | |||||
| a) | Name | Headlam Group plc | ||||
| b) | LEI | 213800I4AZZUJEYX9O90 | ||||
| 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 | Ordinary shares of 5 pence each. | ||||
| b) | Identification code | ISIN: GB0004170089 | ||||
| c) | Nature of the transaction | Grant of nil-cost options over Ordinary Shares under the Company's Performance Share Plan | ||||
| d) | Price(s) and volume(s) |
| ||||
| e) | Aggregated information - Volume - Price | N/A | ||||
| f) | Date of the transaction | 18 March 2024 | ||||
| g) | Place of the transaction | Outside a trading venue | ||||
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