7 May 2024
AIM: JSG
Johnson Service Group PLC
PDMR Shareholding - Grant of Share Options
Johnson Service Group PLC (the "Company") announces that it has today granted nil cost options over ordinary shares of 10 pence each in the Company under the Johnson Service Group 2018 Long-Term Incentive Plan ("2018 LTIP Scheme") (the "2024 LTIP Award").
In addition, for participating employees in the United Kingdom, linked awards were granted on the same date over ordinary shares of 10 pence each in the Company under the Johnson Service Group 2018 Long-Term Incentive Plan CSOP Section (the "2024 Approved LTIP Award") at an exercise price of 149.40 pence each.
The number of options granted to each of the Executive Directors are as follows:
|
|
| No. of Options Granted | |
| Executive Director | Position | 2024 LTIP Award | 2024 Approved LTIP Award |
| Peter Egan | CEO | 474,590 | 20,080 |
| Yvonne Monaghan | CFO | 296,795 | 20,080 |
The 2024 LTIP Award options may be exercised on or after 7 May 2027, subject to the satisfaction of performance conditions over the three financial years ending 31 December 2026 (the "Performance Period") and are exercisable up to ten years from the date of grant (for participating employees in the United Kingdom) or up to seven years from the date of grant (for participating employees in the Republic of Ireland). The 2024 LTIP Award participants will be entitled to receive an additional payment in respect of dividend equivalents on 2024 LTIP Award options which vest.
Performance Conditions and Vesting
In determining the applicable performance conditions, the Remuneration Committee has taken into account the Group's business plan as well as the outlook for the sector, general macroeconomic conditions and, to the extent available, the range of analysts' consensus forecasts for the financial year ending 31 December 2026. Following careful consideration, the Remuneration Committee has agreed two separate performance targets. The specific performance conditions are set out below.
Total Shareholder Return
50 per cent of the award to vest by reference to the Company's total shareholder return ('TSR') performance relative to that of the constituents of the FTSE 250 (excluding investment trusts) (the "Comparator Group") over the Performance Period. None of this element will vest if the Company's TSR positions it below the median of the Comparator Group, one quarter will vest if the Company's TSR is equal to the median of the Comparator Group and the whole of this element will vest if the Company's TSR is at the upper quartile level or above when compared to the Comparator Group. Vesting will be on a straight-line basis between median and upper quartile.
Earnings Per Share
The remaining 50 per cent of the 2024 LTIP Award will vest by reference to growth in the Company's adjusted fully diluted earnings per share from continuing operations ('EPS') over the Performance Period above the level of EPS achieved in the financial year ended 31 December 2023. None of this element of the award will vest if EPS growth (on a CAGR basis) is less than 9 per cent per annum over the performance period; one quarter will vest for EPS growth of 9 per cent per annum; and the whole of this element will vest if EPS growth is 16 per cent per annum or greater over the performance period. Vesting will be on a straight-line basis between these points.
Linked Award
For participating employees in the United Kingdom, the 2024 Approved LTIP Award has been granted to allow, where possible, the participant to receive part of the gain which may have been received under the 2024 LTIP Award tax efficiently. The participant will receive the same gross gain as they would have received had they only been granted the 2024 LTIP Award and not been granted the 2024 LTIP Award and the linked 2024 Approved LTIP Award. At the time of exercise, to the extent that there is a gain on the 2024 Approved LTIP Award, the options granted under the 2024 LTIP Award will be forfeited to the same value.
Further Holding Period
The 2024 LTIP Award is subject to an additional holding period of two years from the date on which the 2024 LTIP Award vests (the "Holding Period"). During the Holding Period, the 2024 LTIP Award holder may not normally dispose of any of the shares which vest except to cover any income tax or social security contributions arising on the exercise of the 2024 LTIP Award.
Malus, Clawback and Remuneration Committee Discretion
The 2024 LTIP Award will be subject to the 2018 LTIP Scheme rules. In line with its Remuneration Policy, the Remuneration Committee can apply malus and clawback provisions to the 2024 LTIP Award and has discretion to vary formulaic outturns where they do not reflect underlying performance or are inappropriate in the context of unexpected or unforeseen circumstances.
| Enquiries: |
|
| Johnson Service Group PLC Peter Egan, CEO Yvonne Monaghan, CFO Tel: 01928 704 600 | |
|
| |
| Investec Investment Banking (NOMAD) David Flin Carlton Nelson Virginia Bull Tel: 020 7597 5970 | Camarco (Financial PR) Ginny Pulbrook Rosie Driscoll Letaba Rimell Tel: 020 3757 4992 / 4981 |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name
| Peter Egan | ||||
| 2. | Reason for the Notification | |||||
| a) | Position / Status
| Chief Executive Officer / PDMR | ||||
| b) | Initial Notification / Amendment
| Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Entity legal name
| Johnson Service Group PLC | ||||
| b) | Entity LEI
| 2138004WZUPWV53KWV11 | ||||
| 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 securities
Identification code
| Options over ordinary shares of 10 pence each
GB0004762810 | ||||
| b) | Nature of the transaction
| Grant of options | ||||
| c) | Individual transaction price(s) and volume(s)
|
| ||||
| d) | Aggregated price and volume
| Grant of 474,590 options over ordinary shares of 10 pence each at an exercise price of £nil | ||||
| e) | Date of the transaction
| 7 May 2024 | ||||
| f) | Place of the transaction
| Outside of a trading platform | ||||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name
| Peter Egan | ||||
| 2. | Reason for the Notification | |||||
| a) | Position / Status
| Chief Executive Officer / PDMR | ||||
| b) | Initial Notification / Amendment
| Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Entity legal name
| Johnson Service Group PLC | ||||
| b) | Entity LEI
| 2138004WZUPWV53KWV11 | ||||
| 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 securities
Identification code
| Options over ordinary shares of 10 pence each
GB0004762810 | ||||
| b) | Nature of the transaction
| Grant of options | ||||
| c) | Individual transaction price(s) and volume(s)
|
| ||||
| d) | Aggregated price and volume
| Grant of 20,080 options over ordinary shares of 10 pence each at an exercise price of 149.40 pence | ||||
| e) | Date of the transaction
| 7 May 2024 | ||||
| f) | Place of the transaction
| Outside of a trading platform | ||||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name
| Yvonne Monaghan | ||||
| 2. | Reason for the Notification | |||||
| a) | Position / Status
| Chief Financial Officer / PDMR | ||||
| b) | Initial Notification / Amendment
| Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Entity legal name
| Johnson Service Group PLC | ||||
| b) | Entity LEI
| 2138004WZUPWV53KWV11 | ||||
| 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 securities
Identification code
| Options over ordinary shares of 10 pence each
GB0004762810 | ||||
| b) | Nature of the transaction
| Grant of options | ||||
| c) | Individual transaction price(s) and volume(s)
|
| ||||
| d) | Aggregated price and volume
| Grant of 296,795 options over ordinary shares of 10 pence each at an exercise price of £nil | ||||
| e) | Date of the transaction
| 7 May 2024 | ||||
| f) | Place of the transaction
| Outside of a trading platform | ||||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name
| Yvonne Monaghan | ||||
| 2. | Reason for the Notification | |||||
| a) | Position / Status
| Chief Financial Officer / PDMR | ||||
| b) | Initial Notification / Amendment
| Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Entity legal name
| Johnson Service Group PLC | ||||
| b) | Entity LEI
| 2138004WZUPWV53KWV11 | ||||
| 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 securities
Identification code
| Options over ordinary shares of 10 pence each
GB0004762810 | ||||
| b) | Nature of the transaction
| Grant of options | ||||
| c) | Individual transaction price(s) and volume(s)
|
| ||||
| d) | Aggregated price and volume
| Grant of 20,080 options over ordinary shares of 10 pence each at an exercise price of 149.40 pence | ||||
| e) | Date of the transaction
| 7 May 2024 | ||||
| f) | Place of the transaction
| Outside of a trading platform | ||||
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