Director/PDMR Shareholding

RNS Number : 5479P

Greencore Group PLC

08 February 2019

 

Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility

This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland's Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.

All relevant boxes should be completed in block capital letters.

1	Name of the Issuer Greencore Group plc LEI: 635400GGBEWULJXM5868	2	Name of person discharging managerial responsibilities Mr Patrick Coveney
3	State whether notification relates to a person closely associated with a person discharging managerial responsibilities named in 2 and identify the connected person Notification relates to Executive Director named in 2	4	Indicate whether the notification is in respect of a holding of the person referred to in 2 or 3 above or in respect of a non-beneficial interest Notification is in respect of a non-beneficial interest
5	Description of shares or derivatives or other financial instruments linked to them Ordinary Shares of £0.01 each ISIN: IE0003864109	6	Name of registered shareholder(s) and, if more than one, number of shares or derivatives or other financial instruments linked to them, held by each shareholder No shares are currently held for the purpose of satisfying any vesting of the award which is subject to this notification.
7	State the nature of the transaction An award in respect of 754,430 Ordinary Shares of £0.01 each in Greencore Group plc under the Greencore Group plc 2013 Performance Share Plan ("the Plan"). Vesting of these awards will be subject to Adjusted EPS, ROIC and TSR performance targets measured over the period FY18 to FY21 and as set out in Appendix (i). Except otherwise specified in the Rules of the Plan, ownership of the shares will transfer to Mr. Patrick Coveney in three years' time without payment and subject to his continued employment by Greencore Group plc. Once vested, the shares are subject to a mandatory two year holding period.  Vested awards may not be sold during the holding period except to cover tax liabilities.	8	Number of shares, derivatives or other financial instruments linked to them acquired 754,430 Ordinary Shares
9	Number of shares, derivatives  or other financial instruments linked to them  disposed of N/A	10	Price per share or derivative or other financial instrument linked to them or value of transaction £1.9572 per Ordinary Share
11	Date and place of transaction Jersey , 08 February 2019	12	Date issuer informed of transaction 08 February 2019
13	Any additional information N/A	14	Name of contact and telephone number for queries Jolene Gacquin 01 4863309
	Name and signature of duly designated officer of issuer responsible for making notification Jolene Gacquin Date of notification 08 February 2019

Regulation 12(8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 ('the Regulations') provides that:

"person discharging managerial responsibilities", in relation to an issuer of financial instruments, means a person who is -

(a)      a member of the administrative, management or supervisory bodies of the issuer, or

(b)      a senior executive -

(i)       who is not a member of the bodies referred to in paragraph (a) of this definition,

(ii)      having regular access to inside information relating, directly or indirectly, to the issuer, and

(iii)      having the power to make managerial decisions affecting the future developments and business prospects of the issuer.

"person closely associated", in relation to a person discharging managerial responsibilities within an issuer of financial instruments, means -

(a)      the spouse of the person discharging managerial responsibilities,

(b)      dependent children of the person discharging managerial responsibilities,

(c)      other relatives of the person discharging managerial responsibilities, who have shared the same household as that person for at least one year on the date of the transaction concerned,

(d)      any person -

(i)       the managerial responsibilities of which are discharged by a person -

(i)       discharging managerial responsibilities within the issuer, or

(ii)      referred to in paragraph (a), (b) or (c) of this definition,

(ii)      that is directly or indirectly controlled by a person referred to in subparagraph (i) of paragraph (d) of this definition,

(iii)      that is set up for the benefit of a person referred to in subparagraph (i) of paragraph (d) of this definition, or

(iv)     the economic interests of which are substantially equivalent to those of a person referred to in subparagraph (i) of paragraph (d) of this definition;

Appendix (i)

As set out in the 2018 Annual Report, in light of the disposal of the entire US business, the Remuneration Committee was not in a position to confirm performance targets for the FY19 PSP awards in December 2018. The EPS, ROIC and relative TSR targets (and peer group) have been finalised and are set out below. The targets are felt to be appropriately stretching and represent a similar level of difficulty to those applied historically.

Measure	Weighting (% of award)	Performance of targets
Adjusted EPS growth (3-year CAGR, FY18-FY21)	1/3rd	Below 5% p.a.                   0% vesting; 5% p.a.                             25% vesting; 15% p.a.                            100% vesting (straight line vesting application between 5% and 15% p.a.)
FY21 ROIC	1/3rd	Below 14%                       0% vesting 14%.                                 25% vesting 16%                                  100% vesting (straight line vesting application between 14% and 16%)
Relative TSR versus a bespoke group of sector peers as follows: Dairy Crest Cranswick Hilton Food SSP Group Greggs AG Barr Britvic ARYZTA Kerry Group Total Produce Glanbia Greenyard Foods Premier Foods Devro	1/3rd	Below median:   0% vesting Median:                             25% vesting Upper quartile: 100% vesting (Straight-line vesting applies between median and upper quartile)

Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility

This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland's Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.

All relevant boxes should be completed in block capital letters.

1	Name of the Issuer Greencore Group plc LEI: 635400GGBEWULJXM5868	2	Name of person discharging managerial responsibilities Mr Eoin Tonge
3	State whether notification relates to a person closely associated with a person discharging managerial responsibilities named in 2 and identify the connected person Notification relates to Executive Director named in 2	4	Indicate whether the notification is in respect of a holding of the person referred to in 2 or 3 above or in respect of a non-beneficial interest Notification is in respect of a non-beneficial interest
5	Description of shares or derivatives or other financial instruments linked to them Ordinary Shares of £0.01 each ISIN: IE0003864109	6	Name of registered shareholder(s) and, if more than one, number of shares or derivatives or other financial instruments linked to them, held by each shareholder No shares are currently held for the purpose of satisfying any vesting of the award which is subject to this notification.
7	State the nature of the transaction An award in respect of 320,508 Ordinary Shares of £0.01 each in Greencore Group plc under the Greencore Group plc 2013 Performance Share Plan ("the Plan"). Vesting of these awards will be subject to Adjusted EPS, ROIC and TSR performance targets measured over the period FY18 to FY21 and as set out in Appendix (i). Except otherwise specified in the Rules of the Plan, ownership of the shares will transfer to Mr. Eoin Tonge in three years' time without payment and subject to his continued employment by Greencore Group plc. Once vested, the shares are subject to a mandatory two year holding period.  Vested awards may not be sold during the holding period except to cover tax liabilities.	8	Number of shares, derivatives or other financial instruments linked to them acquired 320,508 Ordinary Shares
9	Number of shares, derivatives  or other financial instruments linked to them  disposed of N/A	10	Price per share or derivative or other financial instrument linked to them or value of transaction £1.9572 per Ordinary Share
11	Date and place of transaction Jersey , 08 February 2019	12	Date issuer informed of transaction 08 February 2019
13	Any additional information N/A	14	Name of contact and telephone number for queries Jolene Gacquin 01 4863309
	Name and signature of duly designated officer of issuer responsible for making notification Jolene Gacquin Date of notification 08 February 2019

Regulation 12(8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 ('the Regulations') provides that:

"person discharging managerial responsibilities", in relation to an issuer of financial instruments, means a person who is -

(a)      a member of the administrative, management or supervisory bodies of the issuer, or

(b)      a senior executive -

(i)       who is not a member of the bodies referred to in paragraph (a) of this definition,

(ii)      having regular access to inside information relating, directly or indirectly, to the issuer, and

(iii)      having the power to make managerial decisions affecting the future developments and business prospects of the issuer.

"person closely associated", in relation to a person discharging managerial responsibilities within an issuer of financial instruments, means -

(a)      the spouse of the person discharging managerial responsibilities,

(b)      dependent children of the person discharging managerial responsibilities,

(c)      other relatives of the person discharging managerial responsibilities, who have shared the same household as that person for at least one year on the date of the transaction concerned,

(d)      any person -

(i)       the managerial responsibilities of which are discharged by a person -

(i)       discharging managerial responsibilities within the issuer, or

(ii)      referred to in paragraph (a), (b) or (c) of this definition,

(ii)      that is directly or indirectly controlled by a person referred to in subparagraph (i) of paragraph (d) of this definition,

(iii)      that is set up for the benefit of a person referred to in subparagraph (i) of paragraph (d) of this definition, or

(iv)     the economic interests of which are substantially equivalent to those of a person referred to in subparagraph (i) of paragraph (d) of this definition;

Appendix (i)

As set out in the 2018 Annual Report, in light of the disposal of the entire US business, the Remuneration Committee was not in a position to confirm performance targets for the FY19 PSP awards in December 2018. The EPS, ROIC and relative TSR targets (and peer group) have been finalised and are set out below. The targets are felt to be appropriately stretching and represent a similar level of difficulty to those applied historically.

Measure	Weighting (% of award)	Performance of targets
Adjusted EPS growth (3-year CAGR, FY18-FY21)	1/3rd	Below 5% p.a.                   0% vesting; 5% p.a.                             25% vesting; 15% p.a.                            100% vesting (straight line vesting application between 5% and 15% p.a.)
FY21 ROIC	1/3rd	Below 14%                       0% vesting 14%.                                 25% vesting 16%                                  100% vesting (straight line vesting application between 14% and 16%)
Relative TSR versus a bespoke group of sector peers as follows: Dairy Crest Cranswick Hilton Food SSP Group Greggs AG Barr Britvic ARYZTA Kerry Group Total Produce Glanbia Greenyard Foods Premier Foods Devro	1/3rd	Below median:   0% vesting Median:                             25% vesting Upper quartile: 100% vesting (Straight-line vesting applies between median and upper quartile)

 

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