Vesting of 2020 LTIP awards and PDMR notifications

RNS Number : 3068D

ScS Group PLC

18 October 2022

 

18 October 2022

ScS Group plc

Vesting of Long Term Incentive Plan 2020 (2020 LTIP) awards and PDMR notifications

ScS Group plc (the "Company") announces that on 14 October 2022, the Company's Employee Benefit Trust ("EBT") transferred 105,108 ordinary shares of 0.1 pence in the Company (the "Shares") to two PDMRs in satisfaction of vesting of share awards granted on 14 October 2019 (the "2020 LTIP"), details of which are set out below:

Name	Number of Shares Vesting
Chris Muir, CFO	82,034
Marie Liston, Corporate Services Director	23,074

The 2020 LTIP crystallised on achieving the below performance criteria for the period 28 July 2019 to 30 July 2022 for earnings per share ("EPS"), as approved by the Remuneration Committee:

EPS Figure	Percentage of Award that Vests
Less than 31.6 pence	Nil
31.6 pence	25%
Greater than 31.6 pence but less than 38.7 pence	Straight-line basis between 25% and 100%
38.7 pence	100%

The underlying EPS as reported under IFRS16 for the year is 36.2p, which would result in 73.9% award under the terms of the LTIP. The Remuneration Committee are, however, conscious that the award was granted before transition to IFRS16, at a time when there were 40,009,109 shares in issue, and that the Group has benefited during the year from an effective tax rate lower than the statutory rate. As a consequence, the Remuneration Committee have recalculated EPS using the same accounting basis, number of shares and statutory tax rate as at the date of the award and based the vesting calculation on the adjusted EPS of 33.79p. This resulted in an award of 48.2%.

As part of this transaction, the Company has been notified of the following transactions:

1.  Chris Muir has sold 39,581 shares back to the EBT at a price of 139p per Share to cover his associated tax liability from the share award, and transferred the remaining shares to his spouse Helen Muir, for nil consideration. Following this announcement Chris Muir, together with persons closely associated to him, holds 179,557 ordinary shares representing circa 0.50% of the issued share capital of the Company.

2.  Marie Liston has sold 11,133 shares back to the EBT at a price of 139p per Share to cover her associated tax liability from the share award. Following this announcement Marie Liston, together with persons closely associated to her, holds 153,117 ordinary shares representing circa 0.43% of the issued share capital of the Company.

The notifications below are provided in accordance with the requirements of the EU Market Abuse Regulation :

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Muir
2	Reason for Notification
a)	Position/status	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	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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	Ordinary shares of 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Exercise of Share Options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 82,034
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	14 October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Muir
2	Reason for Notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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	Ordinary shares of 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Sale of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 139p 39,581
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	14 October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Muir
2	Reason for Notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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	Ordinary shares of 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Transfer of 42,453 shares to spouse for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 42,453
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	14 October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Helen Muir
2	Reason for Notification
a)	Position/status	Person closely associated with Chris Muir, Chief Financial Officer
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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	Ordinary shares of 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Receipt of 42,453 shares following transfer from spouse for nil consideration.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 42,453
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	14 October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Marie Liston
2	Reason for Notification
a)	Position/status	Corporate Services Director
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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	Ordinary shares of 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price(s) Volume(s) nil 23,074
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	14 October 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Marie Liston
2	Reason for Notification
a)	Position/status	Corporate Services Director
b)	Initial notification/Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	ScS Group plc
b)	LEI	213800LOXNVJIB4C7B98
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	Ordinary shares of 0.1 pence each in ScS Group plc GB00BRF0TJ56
b)	Nature of the transaction	Sale of 11,133 shares.
c)	Price(s) and volume(s)	Price(s) Volume(s) 139p 11,133
d)	Aggregated information -  Aggregated volume -  Price	Not applicable - single transaction
e)	Date of the transaction	14 October 2022
f)	Place of the transaction	Outside a trading venue

Enquiries:

ScS Group PLC Steve Carson, Chief Executive Officer Chris Muir, Chief Financial Officer	c/o Buchanan [phone]
Buchanan Richard Oldworth Toto Berger Verity Parker	Tel: [phone] [e-mail]

 

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