10 April 2024
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Vesting and Grant of Share Plan Awards /
Director and PDMR Share Dealing
2021 PSP Awards Vesting
Further to the announcement of the Company's full year results for the year ended 31 December 2023 and following approval by the Remuneration Committee, JTC confirms the vesting of awards of Ordinary shares of £0.01 each in the Company ("Ordinary Shares") granted to Directors and certain persons discharging managerial responsibilities ("PDMRs") under JTC's Performance Share Plan (the "PSP") (the "2021 PSP Awards"), as follows:
| Name of Director / PDMR | Number of Shares Vested |
| Nigel Le Quesne | 98,123 |
| Martin Fotheringham | 71,489 |
| Wendy Holley | 54,476 |
| Iain Johns | 18,507 |
| Richard Ingle | 7,553 |
Further details of the achievement of the performance conditions applicable to the 2021 PSP Awards will be provided in the Company's forthcoming Annual Report and Accounts for the year ended 31 December 2023.
The 2021 PSP Awards are additionally subject to a two-year holding period following the date of vesting.
The notification set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation ("UK MAR").
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name: | 1. Nigel Le Quesne 2. Martin Fotheringham 3. Wendy Holley 4. Iain Johns 5. Richard Ingle
| |
| 2 | Reason for the notification | ||
| a) | Position/Status: | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer 4. Group Head of Private Client Services and PDMR 5. Chief Risk Officer and PDMR
| |
| b) | Initial Notification/Amendment: | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
| a) | Name: | JTC PLC | |
| b) | LEI: | 213800DVUG4KLF2ASK33 | |
| 4. | Details of 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: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
| b) | Nature of the transaction: | Vesting of awards granted under the PSP | |
| c) | Price(s) and volume(s): | Price(s) | Volume(s) |
| 1. Nil 2. Nil 3. Nil 4. Nil 5. Nil
| 1. 98,123 2. 71,489 3. 54,476 4. 18,507 5. 7,553
| ||
| d) | Aggregated volume: Price: |
N/A
| |
| e) | Date of the Transaction: | 9 April 2024 | |
| f) | Place of the Transaction: | Outside a trading venue | |
Grant of Conditional 2024 PSP Awards
In accordance with the requirements of Market Abuse Regulation Article 19, JTC announces that it has made PSP Awards over Ordinary Shares to certain of its Directors and PDMRs (the "2024 PSP Awards") as described below.
The 2024 PSP awards have been granted subject to Shareholders' approval of the proposed Directors' Remuneration Policy at the forthcoming Annual General Meeting of the Company on 21st May 2024 (the "AGM"). If the proposed Directors' Remuneration Policy is not approved by the requisite majority of votes at the AGM, the 2024 PSP Awards will lapse.
| Name of Director / PDMR | Number of Conditional Shares Awarded |
| Nigel Le Quesne | 127,265 |
| Martin Fotheringham | 79,722 |
| Wendy Holley | 61,799 |
| Iain Johns | 42,001 |
| Dean Blackburn | 42,001 |
| Richard Ingle | 7,340 |
No consideration was paid for the grant of the 2024 PSP Awards, which are structured as conditional share awards in accordance with the PSP rules. Nigel Le Quesne, Martin Fotheringham, and Wendy Holley's 2024 PSP Awards vest dependent on the achievement of relative Total Shareholder Return ("TSR") and absolute Earnings Per Share ("EPS") performance conditions measured over the three-year performance period, from 01.01.2024 to 31.12.2026.
Iain Johns, Dean Blackburn and Richard Ingle's 2024 PSP Awards vest dependent on the achievement of TSR, EPS and Group Business Plan performance conditions measured over a three-year performance period, from 01.01.2024 to 31.12.2026.
To the extent that the Performance Conditions are not satisfied, the relevant part of the 2024 PSP Awards shall lapse.
In addition, the 2024 PSP Awards are further subject to an underpin performance condition that the extent of vesting reflects the overall performance of the Company over the three-year performance period. When making this determination the Committee will have full discretion to ensure that the final outcome is warranted based on the performance of the Company in the light of all relevant factors to ensure there have been no windfall gains.
The 2024 PSP Awards 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 2024 PSP Awards, which are subject to the Malus and Clawback conditions of the PSP, will ordinarily vest on the date on which the Committee determines the extent to which the performance conditions have been satisfied at the end of the three-year performance period.
Further details of the conditions applicable to the 2024 PSP Awards and the remuneration arrangements for the Executive Directors are contained in Annual Report and Accounts for the year ended 31 December 2023.
The notification set out below is provided in accordance with the requirements of Article 19 of the UK MAR.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name: | 1. Nigel Le Quesne 2. Martin Fotheringham 3. Wendy Holley 4. Iain Johns 5. Dean Blackburn 6. Richard Ingle
| |
| 2 | Reason for the notification | ||
| a) | Position/Status: | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer 4. Group Head of Private Client Services and PDMR 5. Group Head of Institutional Client Services and PDMR 6. Chief Risk Officer and PDMR
| |
| b) | Initial Notification/Amendment: | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
| a) | Name: | JTC PLC | |
| b) | LEI: | 213800DVUG4KLF2ASK33 | |
| 4. | Details of 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: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
| b) | Nature of the transaction: | Grant of conditional share award under the PSP | |
| c) | Price(s) and volume(s): | Price(s) | Volume(s) |
| Nominal price of £0.01 per share | 1. 127,265 2. 79,722 3. 61,799 4. 42,001 5. 42,001 6. 7,340
| ||
| d) | Aggregated volume: Price: |
| |
| e) | Date of the Transaction: | 9 April 2024 | |
| f) | Place of the Transaction: | Outside trading venue | |
Deferred Bonus Share Plan Awards
The current Directors' Remuneration Policy provides that for Executive Directors any bonus earned over 50% of salary is deferred into an award of shares under the Company's Deferred Bonus Share Plan (the "DBSP").
Following the Renumeration Committee's approval of the Executive Directors' 2023 Annual Bonus outcomes, the Company announces that the following awards (the "2024 DBSP Awards") were granted.
| Name of Director / PDMR | Number of Restricted Shares Awarded |
| Nigel Le Quesne | 19,735 |
| Martin Fotheringham | 14,129 |
| Wendy Holley | 8,297 |
The 2024 DBSP Awards are awarded in the form of restricted shares, i.e. shares issued to the Executive Directors which are subject to restrictions on transfer and a risk of forfeiture until they are released on 9 April 2027, being the third anniversary of the award date. There are no further performance conditions associated with these awards. This is the first such grant of shares under the DBSP made to the Executive Directors.
Further details of the Executive Directors' 2023 Annual Bonus outcomes and the remuneration arrangements for the Executive Directors are contained in Annual Report and Accounts for the year ended 31 December 2023.
The 2024 DBSP Awards will be satisfied by the transfer of existing Ordinary Shares held by JTC PLC EBT to each Participant.
The notification set out below is provided in accordance with the requirements of Article 19 of the UK MAR.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name: | 1. Nigel Le Quesne 2. Martin Fotheringham 3. Wendy Holley
| |
| 2 | Reason for the notification | ||
| a) | Position/Status: | 1. Chief Executive Officer 2. Chief Financial Officer 3. Chief Operating Officer
| |
| b) | Initial Notification/Amendment: | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
| a) | Name: | JTC PLC | |
| b) | LEI: | 213800DVUG4KLF2ASK33 | |
| 4. | Details of 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: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
| b) | Nature of the transaction: | Grant of restricted share award under the DBSP | |
| c) | Price(s) and volume(s): | Price(s) | Volume(s) |
| Nominal price of £0.01 per share | 1. 19,735 2. 14,129 3. 8,297
| ||
| d) | Aggregated volume: Price: |
| |
| e) | Date of the Transaction: | 9 April 2024 | |
| f) | Place of the Transaction: | Outside trading venue | |
Director and PDMR Share Sales
In line with policy, Martin Fotheringham, Chief Financial Officer, and Dean Blackburn, Group Head of Institutional Client Services, were permitted to sell shares on 9 April 2024 to meet the estimated tax liabilities arising from their JTC share awards.
The notification set out below is provided in accordance with the requirements of Article 19 of the UK MAR.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name: | 1. Martin Fotheringham 2. Dean Blackburn
| |
| 2 | Reason for the notification | ||
| a) | Position/Status: | 1. Chief Executive Officer 2. Group Head of Institutional Client Services and PDMR
| |
| b) | Initial Notification/Amendment: | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
| a) | Name: | JTC PLC | |
| b) | LEI: | 213800DVUG4KLF2ASK33 | |
| 4. | Details of 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: Identification code: | Ordinary shares of £0.01 each JE00BF4X3P53 | |
| b) | Nature of the transaction: | Sale of vested shares to pay tax | |
| c) | Price(s) and volume(s): | Price(s) | Volume(s) |
| 1. £8.39
2.1 £8.40 2.2 £8.35 2.3 £8.30 2.4 £8.25 | 1. 16,478
2.1. 2,000 2.2. 2,000 2.3. 3,000 2.4. 7,000
| ||
| d) | Aggregated volume: Price: | 1. 16,478 2. 14,000
1. £8.393 2. £8.296 | |
| e) | Date of the Transaction: | 9 April 2024 | |
| f) | Place of the Transaction: | London Stock Exchange | |
For further information please contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
About JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
www.jtcgroup.com
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.