Director/PDMR Shareholding

Network International Holdings PLC

20 July 2023

 

20 July 2023 

Network International Holdings plc

Notification and public disclosure of awards under the Long Term Incentive Plan to Directors and Persons Discharging Managerial Responsibilities (PDMR)

The Company intended to grant awards to acquire ordinary shares in the Company (the Shares) under the Network International Holdings Plc Long Term Incentive Plan (the Plan) in April 2023 in accordance with its annual grant cycle. The Company confirms it has now formally granted these awards under the Plan (the Awards) on 17 July 2023 (the Date of Grant) to the Group CEO and Group CFO as listed in the table below (the Participants).

Name	Number of Shares subject to Award
Nandan Mer	361,412
Rohit Malhotra	301,175

The Awards vest, in accordance with the rules of the Plan, subject to the achievement of financial performance targets over a three-year performance period. The performance conditions for the Plan measure the Company's EPS, TSR and Revenue.  The Awards are subject to an additional ROCE target which, if it is not achieved, could reduce the level of vesting by up to 10%. The performance conditions were chosen as key indicators of shareholder value and calibrated to reward sustainable long-term performance of the Company and value creation for shareholders.

Financial	Adjusted EPS	33.3%	Threshold Maximum Adjusted EPS (cents) 29.3 34.7 Payout 25% 100% Straight line vesting between points
	Revenue	33.3%	Threshold Maximum Revenue ($m) 626.4 797.5 Payout 25% 100%   Straight line vesting between points
	Relative TSR vs FTSE 250	33.3%	Threshold Maximum Relative TSR positioning Median Upper quartile Payout 25% 100%  Straight line vesting between points
Underpin	Return on Capital Employed	Underpin which will reduce levels of vesting by up to 10% if not met.	15% ROCE in 2025

The Awards have been granted as conditional awards. Subject to the rules of the Plan, each of the Awards will vest on 16 April 2026 (the Vesting Date) to the extent that the performance conditions applicable to the relevant part of the Award have been satisfied. The Awards are subject to malus, a two-year holding period, and a two-year clawback period from the Vesting Date in accordance with the rules of the Plan.

In line with previous years' Awards, the share price at which the Awards were granted was determined to be £3.85 i.e., the higher of the average share price calculated over a period of up to 30 trading days, or 5 trading days prior to the Date of Grant. In normal circumstances, the Awards would have been granted in April 2023.  The Remuneration Committee (the Committee) determined that the number of Shares subject to the Awards should be calculated using the share price at the initially proposed grant date for the Awards (i.e. in April 2023) and the normal individual limit of 200% of salary for the CEO and CFO.  The resultant number of Shares awarded remains within the limits set out under the Directors' Remuneration Policy, under which the Committee has the ability, in special circumstances, to award up to 300% of salary. The Committee has determined that the offer to buy the Company, the resultant delay in making the Awards and the need to appropriately retain and motivate the Executive Directors through the transaction constituted special circumstances.

The Directors' Remuneration Policy and the Plan rules provide the Company's Remuneration Committee maximum flexibility in applying discretion to ensure that the final outturns under the Awards reflect all relevant factors, including overall corporate performance, shareholder experience and consideration of any windfall gains.

A copy of the FCA notification form in respect of the grant of the Awards to each PDMR, as required under the EU Market Abuse Regulation and in the prescribed format, is set out below.

Notification of a Transaction pursuant to Article 19(3) of the EU Market Abuse Regulation No 596/2014.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Nandan Mer
2	Reason for the notification
a)	Position/status	Group Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Network International Holdings plc
b)	LEI	213800XVRNKWENNLKK60
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 Identification code	Shares GB00BH3VJ782
b)	Nature of the transaction	Grant of Awards under the Network International Holdings Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 361,412 ordinary shares
d)	Aggregated information - Aggregated volume - Price	361,412 Nil
e)	Date of the transaction	17 July 2023
f)	Place of the transaction	London Stock Exchange, Main Market

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Rohit Malhotra
2	Reason for the notification
a)	Position/status	Group Chief Financial Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Network International Holdings plc
b)	LEI	213800XVRNKWENNLKK60
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 Identification code	Shares GB00BH3VJ782
b)	Nature of the transaction	Grant of Awards under the Network International Holdings Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 301,175 ordinary shares
d)	Aggregated information - Aggregated volume - Price	301,175 Nil
e)	Date of the transaction	17 July 2023
f)	Place of the transaction	London Stock Exchange, Main Market

Enquiries

Network International Jay Razzaq: Chief Risk Officer & Group Company Secretary	[e-mail]
Amie Gramlick: Head of Investor Relations	[e-mail]

Media enquiries

Teneo                                                                                     [e-mail]

Anthony Di Natale, Andy Parnis

 

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