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Portmeirion Group (PMP)

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Thursday 25 March, 2021

Portmeirion Group

Grant of Options and Director Dealings

RNS Number : 5589T
Portmeirion Group PLC
25 March 2021
 

25 March 2021

 

Portmeirion Group PLC

(the "Company" or "Group")

 

Grant of Options and Director Dealings

 

The Company announces that the Group's Remuneration Committee and Board have approved the surrender of certain share options in issue ("Existing Options") and the grant of 377,500 options ("New Options") over ordinary shares of 5 pence each in the Company ("Ordinary Shares") to Directors and senior managers on 24 and 25 March 2021 respectively pursuant to The Portmeirion 2012 Approved Share Option Plan and The Portmeirion 2012 Unapproved Share Option Plan (the "2012 Plans").

 

The surrender of Existing Options relates to options over 74,300 Ordinary Shares with an exercise price of 980.0 pence granted on 8 August 2019.  The Existing Options were surrendered for no consideration.  Included within the options surrendered was a total of 41,300 options over Ordinary Shares previously granted to persons discharging managerial responsibilities ("PDMRs") of the Group as set out below.  The remaining options surrendered were held by senior managers.

 

The grant of New Options comprises options over a total of 250,000 Ordinary Shares to PDMRs as set out below and a further 127,500 options to other senior managers.  The New Options granted have a vesting period of three years, a total exercise period of seven years between 26 March 2024 and 24 March 2031 and an exercise price of 632.5 pence per Ordinary Share (being the closing mid-market price of an Ordinary Share on the dealing day immediately preceding the date of grant).

 

The New Options granted on 25 March 2021 are normally only exercisable if the increase in the average of the Group's basic adjusted (for changes in accounting standards and exceptional items) earnings per share for each of the three years ending 31 December 2021, 31 December 2022 and 31 December 2023 is at least 10% higher than that calculated for the year ended 31 December 2019 using the number of shares in issue (excluding treasury shares and shares held in The Portmeirion Employees Share Trust on which dividends are not paid) immediately following the equity raise completed on 29 June 2020, being 13,739,182 shares.

 

 

 

Number of options surrendered at 980.0 pence per Ordinary Share

Number options granted at an exercise price of 632.5 pence per Ordinary Share

Total number of Ordinary Shares over which each PDMR holds options following this notification

 

Company directors/officers:

 

 

Michael Raybould

Chief Executive

-

50,000

97,275

 

Jacqui Gale

Chief Commercial Officer

10,000

30,000

40,000

 

Michael Knapper

Operations Director

-

30,000

55,365

 

William Robedee

President of North America

-

30,000

45,000

 

David Sproston

Group Finance Director

4,600

30,000

59,000

 

Moira MacDonald

Group Company Secretary

4,600

12,500

20,000

 

Subsidiary company directors: Portmeirion UK

 

 

Gemma Copping

Marketing Director

-

7,500

12,500

 

Robert Findler

Production Director

7,500

7,500

13,500

 

Daniel Goodall

Design Director

-

7,500

13,500

 

Samantha Pearce

HR Director

4,600

7,500

13,500

 

Stephen Richardson

UK Sales Director

5,000

7,500

12,500

 

Subsidiary company directors: Portmeirion North America

-

 

 

Michael Gilson

Chief Financial Officer

-

7,500

7,500

 

Subsidiary company directors: Wax Lyrical

 

-

 

 

Warren Gell

Commercial Director

5,000

7,500

12,500

 

Elizabeth Kerr

Finance Director

-

5,000

5,000

 

Lyn Place

Operations Director

-

5,000

5,000

 

Emma Stevenson

HR Director

-

5,000

5,000

 

 

Total:

41,300

250,000

417,140

 

             

 

Amendment of Performance Conditions for Executive Share Options Granted in 2020

In addition, the Remuneration Committee has determined that the earnings per share performance conditions set for the options granted on 4 May 2020 under the 2012 Plans and the Portmeirion Group Phantom Share Plan (the "2020 Options") be rebased to take account of the number of shares in issue at the time of grant in May 2020 rather than the increased number of issued shares as a result of the June 2020 equity raise.  The 2020 Options will therefore normally only be exercisable if t he increase in the average of the Group's basic adjusted (for changes in accounting standards and exceptional items) earnings per share for each of the two years ending 31st December 2021 and 31st December 2022 is at least 10% higher than that for the year ended 31st December 2019. The number of the Group's shares in issue (excluding treasury shares and shares held in The Portmeirion Employees Share Trust on which dividends are not paid) to be used in the calculations shall be that at the time of grant of the options on 4 May 2020, being 10,642,578 shares.

 

The Group's Remuneration Committee believes it is key that the Group incentivise and retain Directors and senior managers to drive the business forward as they have admirably done over the last challenging year, whilst aligning their interests with those of shareholders .

 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).

 

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

_____________________________________________

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities / person closely associated with them.

 

1.

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

 

Company directors/officers:

Michael Raybould

Chief Executive

Jacqui Gale

Chief Commercial Officer

Michael Knapper

Operations Director

William Robedee

President of North America

David Sproston

Group Finance Director

Moira MacDonald

Group Company Secretary

Subsidiary company directors:

Gemma Copping

Marketing Director (Portmeirion UK)

Robert Findler

Production Director (Portmeirion UK)

Daniel Goodall

Design Director (Portmeirion  UK)

Samantha Pearce

HR Director (Portmeirion UK)

Stephen Richardson

UK Sales Director (Portmeirion UK)  

Michael Gilson

Chief Financial Officer (Portmeirion US)

Warren Gell

Commercial Director (Wax Lyrical)

Elizabeth Kerr

Finance Director (Wax Lyrical)

Lyn Place

Operations Director (Wax Lyrical)

Emma Stevenson

HR Director (Wax Lyrical)  

 

2.

Reason for the notification

a)

Position/status

See 1(a) above for all positions - all classified as PDMRs of the Company

b)

Initial notification/Amendment

Initial Notification

3.

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Portmeirion Group PLC

b)

LEI

2138003QC9J6TLZJHO70

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

Ordinary Shares of 5 pence each

b)

Identification code

GB0006957293

c)

Nature of the transactions

Surrender and Grant of options over Ordinary Shares

d)

 

 

 

 

 

 

 

 

 

 

 

 

 

Price(s) and volume(s)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Surrender for no consideration of 41,300 options over Ordinary Shares with an exercise price of 980.0 pence.

 

Number of options surrendered at 980.0 pence per Ordinary Share

Jacqui Gale

10,000

David Sproston

4,600

Moira MacDonald

4,600

Robert Findler

7,500

Samantha Pearce

4,600

Stephen Richardson

5,000

Warren Gell

5,000

Grant of 250,000 options over Ordinary Shares with an exercise price of 632.5 pence.

 

Number options granted at an exercise price of 632.5 pence per Ordinary Share

Michael Raybould

50,000

Jacqui Gale

30,000

Michael Knapper

30,000

William Robedee

30,000

David Sproston

30,000

Moira MacDonald

12,500

Gemma Copping

7,500

Robert Findler

7,500

Daniel Goodall

7,500

Samantha Pearce

7,500

Stephen Richardson

7,500

Michael Gilson

7,500

Warren Gell

7,500

Elizabeth Kerr

5,000

Lyn Place

5,000

Emma Stevenson

5,000

 

e)

Aggregated information

-  Aggregated volume

-  Price

Surrender for no consideration of 41,300 options over Ordinary Shares with an exercise price of 980.0 pence.

Grant of 250,000 options over Ordinary Shares with an exercise price of 632.5 pence.

 

f)

Date of the transactions

24 March 2021 - Surrender of options

25 March 2021 - Grant of options

f)

Place of the transactions

Off-market

 

Name of authorised official of issuer responsible for making notification:

 

Moira MacDonald

Company Secretary to Portmeirion Group PLC

 

ENQUIRIES:

 

Portmeirion Group PLC:

 

 

Mike Raybould

+44 (0) 1782 743 443

[email protected]

Chief Executive

David Sproston

 

+44 (0) 1782 743 443

 

[email protected]

Group Finance Director

 

 

 

Hudson Sandler:

 

 

Dan de Belder

+44 (0) 207 796 4133

[email protected]

Nick Moore

 

[email protected]

 

Panmure Gordon

(Nominated Adviser and Broker):

 

+44 (0) 207 886 2500

 

Freddy Crossley / Joanna Langley

Corporate Finance

 

Rupert Dearden

Corporate Broking

 

 

N+1 Singer

(Joint Broker):

 

+44 (0) 207 496 3000

 

Peter Steel / Sebastian Burke

Corporate Finance

 

Rachel Hayes

Sales

 

 

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