4 July 2024
XPS Pensions Group plc
(the "Company")
TRANSACTIONS BY DIRECTORS / PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
XPS announces that, on 1 July 2024, Ben Bramhall (Co-Chief Executive Officer), Paul Cuff (Co-Chief Executive Officer) and Snehal Shah (Chief Financial Officer), all Directors and persons discharging managerial responsibilities ("PDMRs"), were granted awards under the Company's Performance Share Plan ("PSP") as set out below.
The value of the awards was calculated by reference to the price of an ordinary share on 28 June 2024, being £2.99. The awards were made in the form of nominal-cost options which will generally become exercisable on the third anniversary of the date of grant, subject to the satisfaction of the following performance targets: (1) 70% of the awards are subject to an Earnings Per Share (EPS) growth target whereby 25% vests for compounded annual growth (CAG) of 5% and 100% vests for CAG of 10% (with vesting on a straight-line basis for performance between 5% and 10% CAG and no vesting for performance below 5% CAG); (2) 20% of the awards are subject to a relative Total Shareholder Return (TSR) target whereby 25% vests for median ranking and 100% vests for upper quartile ranking (with vesting on a straight-line basis for performance between median and upper quartile ranking and no vesting for a ranking below median), the TSR Comparator Group consists of the constituents of the FTSE Small Cap Index (excluding investment trusts); and (3) 10% of the awards are subject to a performance measure relating to reducing the Company's CO2 emissions (scope 1 and 2), whereby 25% vests for 20% reduction in emissions / number of employees and 100% vests for 30% reduction in emissions / number of employees (with vesting on a straight-line basis for reduction between 20% and 30% and no vesting for a reduction less than 20%).
Once vested, the options will be exercisable until the tenth anniversary of the date of grant, unless the exercise period is shortened in accordance with the PSP rules.
Further details are set out in the below notification, made in accordance with the requirements of the UK Market Abuse Regulation.
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Benjamin Bramhall | ||||
| b) | Position/status | Co-Chief Executive Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| 3. | 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 transaction(s) has been conducted | |||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
| ||||
| b) | Nature of the transaction | Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2027, subject to the satisfaction of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
Aggregated volume Price | n/a (single transaction)
| ||||
| e) | Date of the transaction | 1 July 2024 | ||||
| f) | Place of the transaction
| n/a | ||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Paul Cuff | ||||
| b) | Position/status | Co-Chief Executive Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| 3. | 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 transaction(s) has been conducted | |||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
| ||||
| b) | Nature of the transaction | Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2027, subject to the satisfaction of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
Aggregated volume Price | n/a (single transaction)
| ||||
| e) | Date of the transaction | 1 July 2024 | ||||
| f) | Place of the transaction
| n/a | ||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Snehal Shah | ||||
| b) | Position/status | Chief Financial Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| 2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| 3. | 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 transaction(s) has been conducted | |||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
| ||||
| b) | Nature of the transaction | Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2027, subject to the satisfaction of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
Aggregated volume Price | n/a (single transaction)
| ||||
| e) | Date of the transaction | 1 July 2024 | ||||
| f) | Place of the transaction
| n/a
| ||||
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