LTIP Awards to Directors and PDMR

RNS Number : 6756J
Network International Holdings PLC
28 April 2022
 

26 April 2022 

Network International Holdings plc

("Network International" or the "Group")

Notification and public disclosure of LTIP Awards to Directors and Persons Discharging Managerial Responsibilities ("PDMR")

 

Network   International   Holdings   plc   (LSE:   NETW)   (the Company) has on 25 April 2022 (the Date of Grant), granted  awards (the Awards) to acquire ordinary shares in the Company (the Shares), subject to and in accordance with the rules of the Network International Holdings Long-Term Incentive Plan (the Plan), to the Group CEO and Group CFO as listed in the table below (the Participants). The grant has been reduced to 180% of Annual Gross pay as against the 200% stipulated in the policy, in order to mitigate potential windfall gains that may be realised as a result of the lower share price at the time of grant.

Name

Number of Shares subject to Award

Nandan Mer

297,397

Rohit Malhotra

247,355

 

The Awards vest, in accordance with the rules of the LTIP, subject to the achievement of financial performance targets over a three-year performance period. The performance conditions for the LTIP measure the Company's EPS, TSR and Revenue.  The LTIP will include an additional ROCE target which, if it is not achieved, could reduce the amount 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

50%

 

Threshold

Maximum

Adjusted EPS (cents)

26.6

29.1

Payout

25%

100%

Straight line vesting between points

Revenue

25%

 

Threshold

Maximum

Revenue ($m)

582

638

Payout

25%

100%

  Straight line vesting between points 

Relative TSR vs FTSE 250

25%

 

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 2024

 

 

The Awards are granted as conditional Awards. Subject to the rules of the Plan, each of the Awards will normally vest on the third anniversary of the Date of Grant 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.

The share price at which the Awards were granted was determined to be   £2.55 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.

The Directors' Remuneration Policy and the Plan rules provide the 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)

£ 2.547

297,397 ordinary shares

 

d)

Aggregated information

-

Aggregated volume

-

Price

 

 

 

297,397

 

£ 757,460

 

e)

Date of the transaction

25 April 2022

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)

£ 2.547

247,355 ordinary shares

 

d)

Aggregated information

-

Aggregated volume

-

Price

 

 

 

247,355

 

£ 630,005

 

e)

Date of the transaction

25 April 2022

f)

Place of the transaction

London Stock Exchange, Main Market

 

 

Enquiries

 

Network International

Jay Razzaq: Chief Risk Officer & Group Company Secretary

 

jay.razzaq@network.global

Amie Gramlick: Head of Investor Relations

InvestorRelations@Network.Global

 

 

Media enquiries

Teneo  NetworkInternational@Teneo.com

Ben Foster, Andy Parnis

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