TIDMGEN
RNS Number : 8082F
Genuit Group PLC
23 March 2022
Genuit Group plc (the "Company" or "Genuit")
Notification of Transactions by Persons Discharging Managerial
Responsibilities
The Company announces that it received notification on 22 March
2022 of changes in the interests of Joe Vorih, Chief Executive
Officer, and a director of the Company, and Matt Pullen, Chief
Operating Officer, and a director of the Company, in the Ordinary
Shares of GBP0.001 each in the Company ("Shares"), as set out
below.
Certain buy-out arrangements were agreed by the Remuneration
Committee of the Company to partially compensate both Joe Vorih and
Matt Pullen for bonus and/or long-term incentive awards which were
forfeited on leaving their previous employers; in Joe Vorih's case,
Spectris, and in Matt Pullen's case, British Gypsum, part of the
Saint-Gobain Group. The buy-out arrangements were structured in
accordance with the principles set out in the Company's approved
Remuneration Policy, in particular that they should be of
comparable commercial value to the incentives which have been
forfeited.
Joe Vorih, Chief Executive Officer
The buy-out arrangements for Joe Vorih comprise replacement
share awards for both his 2020 and 2021 Spectris Long Term
Incentive Plan ("LTIP") awards, which lapsed in connection with his
joining the Company, as follows:
1. With regards to the 2020 Spectris LTIP award, an award over
175,081 shares (calculated based on the maximum number of Spectris
shares eligible to vest converted to Genuit shares using the 28
February 2022 share prices, being the day Joe commenced employment
with the Company). The number of shares eligible to vest will be
determined by the proportion of the 2020 Spectris LTIP that vests.
The structure of this award mirrors what was forfeited on leaving
Spectris, albeit the conversion into Genuit shares on joining
provides alignment with Genuit shareholders.
2. With regards to the 2021 Spectris LTIP award, an award over
124,683 Genuit shares (calculated based on the maximum number of
Spectris shares eligible to vest converted to Genuit shares using
the 28 February 2022 share prices). These shares will be eligible
to vest based on the performance condition applicable to the 2021
Genuit LTIP award (as detailed on pages 88 and 89 of the Genuit
Group plc 2020 Annual Report and Accounts (in the name of Polypipe
Group plc)). This approach recognises that only a relatively short
proportion of the performance period has run its course and so
provides clear alignment with wider Genuit employees and
shareholders.
The vesting dates for each award mirror those in place at
Spectris, as set out below, and there is an expectation that to the
extent that the above awards vest, a minimum proportion is retained
towards satisfying the Company's share ownership guidelines.
Type of award Grant date Number of Shares Expected Vesting Date*
Deferred shares 22 March 2022 175,081 25 March 2023
Deferred shares 22 March 2022 124,683 17 March 2024
* Vesting will take place at the later of the above date and the
date of determining the extent to which the performance conditions
have been met.
Matt Pullen, Chief Operating Officer
The buy-out arrangements for Matt Pullen comprise replacement
share awards in compensation for the 2021 bonus and the share
awards he had earned that were forfeited on joining the Company, as
follows:
1. With regards to the compensation for the 2021 bonus of
GBP82,230 forfeited on leaving employment with Saint-Gobain to join
Genuit, an award over 12,347 Genuit shares which will vest
immediately. The number of Genuit shares was calculated using the
Genuit share price on the day Matt commenced employment with the
Company on 1 November 2021.
2. With regards to the share awards forfeited, a replacement
share award over 30,640 Genuit shares. The shares forfeited are
replaced by an equivalent value of Genuit shares (calculated based
on the maximum number of Saint-Gobain shares converted to Genuit
shares using the 1 November 2021 share price). The quantum of this
award has been structured to replicate the Saint-Gobain awards
forfeited and can be adjusted by the Committee to ensure that in
the event there would be any performance related clawback, then
this can be replicated in what ultimately vests.
The vesting dates for each award are as set out below.
Type of award Grant date Number of Shares Expected Vesting Date*
Deferred shares 22 March 2022 12,347 22 March 2022
Deferred shares 22 March 2022 30,640 22 March 2023
* Vesting will take place at the later of the above date and the
date of determining the extent to which the performance conditions
have been met.
The Company confirms that, under Listing Rule 9.4.2 (2), the
awards set out above do not require prior shareholder approval.
The following disclosure is made in accordance with Article 19
of the UK Market Abuse Regulation.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Joe Vorih
-------------------------- ----------------------------------------
2 Reason for the notification
--------------------------------------------------------------------
a) Position/status Chief Executive Officer/Director
and PDMR
-------------------------- ----------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a) Name Genuit Group plc
-------------------------- ----------------------------------------
b) LEI 2138005IF1N2RKJ6KO18
-------------------------- ----------------------------------------
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 Ordinary Shares of GBP0.001 each
financial instrument,
type of instrument
Identification code GB00BKRC5K31
-------------------------- ----------------------------------------
b) Nature of the transaction Grant of nil-cost options over 299,764
shares in connection with recruitment
to the role of Chief Executive Officer
-------------------------- ----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 299,764
----------
-------------------------- ----------------------------------------
d) Aggregated information
- Aggregated volume
299,764
- Price
Nil
-------------------------- ----------------------------------------
e) Date of the transaction 22 March 2022
-------------------------- ----------------------------------------
f) Place of the transaction Outside a Trading Venue
-------------------------- ----------------------------------------
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Matt Pullen
-------------------------- ----------------------------------------
2 Reason for the notification
--------------------------------------------------------------------
a) Position/status Chief Operating Officer/Director
and PDMR
-------------------------- ----------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------
a) Name Genuit Group plc
-------------------------- ----------------------------------------
b) LEI 2138005IF1N2RKJ6KO18
-------------------------- ----------------------------------------
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 Ordinary Shares of GBP0.001 each
financial instrument,
type of instrument
Identification code GB00BKRC5K31
-------------------------- ----------------------------------------
b) Nature of the transaction Grant of nil-cost options over 42,987
shares in connection with recruitment
to the role of Chief Operating Officer
-------------------------- ----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 42,987
----------
-------------------------- ----------------------------------------
d) Aggregated information
- Aggregated volume
42,987
- Price
Nil
-------------------------- ----------------------------------------
e) Date of the transaction 22 March 2022
-------------------------- ----------------------------------------
f) Place of the transaction Outside a Trading Venue
-------------------------- ----------------------------------------
23 March 2022
Contact:
Emma Versluys 01138 315315
Company Secretary
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