LTIP Awards to Directors and PDMR
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.
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Financial |
Adjusted EPS |
50% |
Straight line vesting between points |
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|
Revenue |
25% |
Straight line vesting between points |
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|
Relative TSR vs FTSE 250 |
25% |
Straight line vesting between points |
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|
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 |
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|
a) |
Name |
Nandan Mer |
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|
2 |
Reason for the notification |
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|
a) |
Position/status |
Group Chief Executive Officer |
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|
b) |
Initial notification/Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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|
a) |
Name |
Network International Holdings plc |
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|
b) |
LEI |
213800XVRNKWENNLKK60 |
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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 |
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|
a) |
Description of the financial instrument, type of instrument
Identification code |
Shares
GB00BH3VJ782 |
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|
b) |
Nature of the transaction |
Grant of Awards under the Network International Holdings Long Term Incentive Plan |
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|
c) |
Price(s) and volume(s) |
|
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|
d) |
Aggregated information
|
|
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|
e) |
Date of the transaction |
25 April 2022 |
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|
f) |
Place of the transaction |
London Stock Exchange, Main Market |
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|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
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|
a) |
Name |
Rohit Malhotra |
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|
2 |
Reason for the notification |
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|
a) |
Position/status |
Group Chief Financial Officer |
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|
b) |
Initial notification/Amendment |
Initial notification |
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|
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 |
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|
c) |
Price(s) and volume(s) |
|
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|
d) |
Aggregated information
|
|
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|
e) |
Date of the transaction |
25 April 2022 |
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|
f) |
Place of the transaction |
London Stock Exchange, Main Market |
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Enquiries
|
Network International Jay Razzaq: Chief Risk Officer & Group Company Secretary |
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Amie Gramlick: Head of Investor Relations |
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Media enquiries
Teneo NetworkInternational@Teneo.com
Ben Foster, Andy Parnis
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