Director/PDMR Shareholding

RNS Number : 6591X

Dixons Carphone PLC

14 August 2018

 

14 August 2018

DIXONS CARPHONE PLC

 (the 'Company')

NOTIFICATION OF TRANSACTIONS OF DIRECTOR/PDMR

Awards under The Dixons Carphone plc Long Term Incentive Plan 2016

On 13 August 2018, the Company's new Group Chief Financial Officer, Jonny Mason, was granted pursuant to The Dixons Carphone plc Long Term Incentive Plan 2016 (LTIP) awards as nil cost options over ordinary shares of 0.1 pence in the Company ('Shares'), as follows:

Award type	Base Salary for Award (£)	Percentage of base salary used to calculate award value	Award Value (£)	Number of Shares awarded	Vesting date	Exercise price
Normal	470,000	275%	1,292,500	734,583	13 August 2021	Nil
Recruitment	470,000	100%	470,000	267,121	13 August 2021	Nil

The share price used to calculate the numbers of shares was the mid-market price on the dealing day prior to grant (10 August 2018).

The numbers of Shares awarded are the maximum numbers that could vest upon full satisfaction of the applicable performance condition(s).

The Awards will ordinarily vest on 13 August 2021 ('Vesting Date'), subject to Mr Mason's continued service with the Company and the extent to which the applicable performance condition(s) are achieved. Vested Shares will be subject to a two-year holding period (on a net of tax basis) from the Vesting Date.

The performance conditions applicable to the Awards are as follows (they are described in more detail in the Annual Report and Accounts):

1)      Relative Total Shareholder Return ('TSR') performance condition - 50% of the Normal Award and 100% of the Recruitment Award

This ranks the Company's TSR against the TSRs of a comparator group of the companies ranked FTSE 51-150 at the start of the performance period (three financial years commencing with the financial year of grant). TSRs are averaged over one month periods before the beginning and end of the performance period. 25% of this portion of the Award will vest for achievement of median TSR ranking, with maximum vesting at upper quartile ranking or above. Straight-line vesting will apply between these two points.

2)      Cumulative Free Cash Flow performance condition - 50% of the Normal Award

This measures the Company's cumulative free cash flow over the same three-year performance period. 10% of this portion of the Award will vest if cumulative free cash flow is £517m, rising to 25% if it is £574m, and with maximum vesting if it is £689m or higher. Straight-line vesting applies between these points.

Buyout Award under Listing Rule 9.4.2(2) 

On 13 August 2018, Mr Mason was separately granted a nil cost option ('Buyout Award'), pursuant to the terms of a one-off award agreement as follows:

Award Reference Value (£)	Number of Ordinary Shares under Buyout Award	Exercise Price
143,286	81,435	Nil

The share price used to calculate the number of shares was the mid-market price on the day prior to grant (10 August 2018).

The Buyout Award will ordinarily vest on 13 August 2021 ('Vesting Date'), subject to Mr Mason's continued service with the Company and provided that neither party has served notice to terminate Mr Mason's employment. The Buyout Award will then become exercisable in three tranches as follows:

Exercise Period commencing on	Number of Ordinary Shares
13 August 2021	27,145
13 August 2022	27,145
13 August 2023	27,145

It will normally remain exercisable until the 10^th anniversary of its grant date. No performance condition applies.

The Buyout Award was entered into without prior shareholder approval relying on Listing Rule 9.4.2(2) and will be limited to settlement with market purchase Ordinary Shares.

As at the date of this announcement, the Company has 1,160,210,224 Ordinary Shares in issue.

This announcement is made in accordance with the requirements of Market Abuse Regulation Article 19.  

For further information:

Julia Foo	Deputy Company Secretary	[phone]
Assad Malic	IR, PR and Corporate Affairs Director	[phone]

PDMR DEALING NOTIFICATION
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	Jonny Mason
2	Reason for the notification
a)	Position / status	Group Chief Financial Officer
b)	Initial notification / Amendment	Initial notification
3	Details of issuer
a)	Name	Dixons Carphone plc
b)	LEI	2138001E12GWLLDQQF16
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 in Dixons Carphone plc
	Identification code	GB00B4Y7R145
b)	Nature of the transaction	Nil cost option award under The Dixons Carphone plc Long Term Incentive Plan 2016 (vesting of 50% of the shares is based on total shareholder return performance and 50% on cumulative free cash flow performance)
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Nil	734,583
d)	Aggregated information	Aggregated price	Aggregated volume
		N/A (single transaction)	N/A (single transaction)
e)	Date of the transaction	2018-08-13
f)	Place of the transaction	Outside a trading venue

PDMR DEALING NOTIFICATION
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	Jonny Mason
2	Reason for the notification
a)	Position / status	Group Chief Financial Officer
b)	Initial notification / Amendment	Initial notification
3	Details of issuer
a)	Name	Dixons Carphone plc
b)	LEI	2138001E12GWLLDQQF16
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 in Dixons Carphone plc
	Identification code	GB00B4Y7R145
b)	Nature of the transaction	Nil cost option award under The Dixons Carphone plc Long Term Incentive Plan 2016 (vesting is based on total shareholder return performance)
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Nil	267,121
d)	Aggregated information	Aggregated price	Aggregated volume
		N/A (single transaction)	N/A (single transaction)
e)	Date of the transaction	2018-08-13
f)	Place of the transaction	Outside a trading venue

 

PDMR DEALING NOTIFICATION
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	Jonny Mason
2	Reason for the notification
a)	Position / status	Group Chief Financial Officer
b)	Initial notification / Amendment	Initial notification
3	Details of issuer
a)	Name	Dixons Carphone plc
b)	LEI	2138001E12GWLLDQQF16
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 in Dixons Carphone plc
	Identification code	GB00B4Y7R145
b)	Nature of the transaction	Nil cost option award under a standalone award agreement
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		Nil	81,435
d)	Aggregated information	Aggregated price	Aggregated volume
		N/A (single transaction)	N/A (single transaction)
e)	Date of the transaction	2018-08-13
f)	Place of the transaction	Outside a trading venue

 - Ends -

 

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