H&T Group plc
("H&T", the "Company" or the
"Group")
2024 Performance Share Plan
Awards
Vesting of 2021 PSP
Awards
Purchase of Shares by
EBT
H&T Group plc, the UK's
largest pawnbroker and a leading retailer of high quality new and
pre-owned jewellery and watches, announces the adoption of its 2024
Performance Share Plan ("2024 PSP") which has been approved by the
Remuneration Committee. Further details on the scheme, which will
apply to senior management and Executive Directors of the Company,
are set out below.
In accordance with the rules of the
2024 PSP, eligible employees will be entitled to acquire a maximum
number of ordinary shares of 5p in the Company ("Ordinary Shares")
on or after 31 December 2026 at nil price, subject to the Company
achieving the minimum reported performance criteria.
Summary details are set out
below:
|
2024 Grant
|
The grants of shares are a proportion of salary
as follows:
· Executive
Directors - 125% of base salary
·
Christopher Gillespie, CEO: 111,335
· Diane
Giddy, CFO: 80,808
· Senior
management - 35% to 75% of base salary
The maximum total value of the shares granted
to all recipients under the 2024 PSP is expected to be in the order
of £1.17m, equivalent to circa 444,000 shares.
|
|
Performance period
|
The performance period for the 2024 grant is 1
January 2024 to
31 December 2026 (3 years).
|
|
Vesting
|
The scheme is planned to vest at the end of
2026.
|
|
Performance conditions
|
The scheme is split equally based on targets
for total shareholder return (TSR) and growth in basic earnings per
share (EPS) measured over the three-year performance
period.
The minimum, target and maximum thresholds,
with reference to growth over 2023 or the average share price over
the 90 day period to the end of March 31 2024, are:
|
Measure
|
Minimum
|
Target
|
Maximum
|
|
TSR
|
47%
|
53%
|
63%
|
|
EPS growth
|
28%
|
36%
|
45%
|
The 2024 PSP has three threshold levels, with a
target threshold level, interjacent the minimum and maximum
thresholds.
For performance below the minimum no award will
vest, at the minimum 30% (2023: 30%) of the award will vest, at the
target 50% of the award will vest (2023: 50%), and at or above the
maximum 100% (2023: 100%) of the award will vest. A sliding
scale of vesting, on a straight-line basis applies between the
minimum, target and maximum TSR and EPS targets.
|
|
Share retention period
|
Executive Directors are subject to a two-year
share retention period for shares awarded under the
scheme.
|
|
Clawback and withholding
|
The 2024 PSP rules include standard Malus and
Clawback provisions.
|
Vesting of 2021 PSP Awards
The Company also announces that on
17 May 2024, following the vesting of awards under the 2021 PSP,
Chris Gillespie, Chief Executive Officer, exercised options over
66,665 Ordinary Shares and Diane Giddy, Chief Financial Officer,
exercised options over 29,354 Ordinary Shares.
Under the rules of the 2021 PSP, eligible
employees are to entitled to acquire Ordinary Shares at nil price
("Award Shares"), subject to the Company achieving certain reported
performance targets. The performance targets were split equally
based on targets for Total Shareholder Return (TSR) and growth in
basic Earnings Per Share (EPS) measured over the three-year
performance period. The TSR target was not achieved and the EPS
achieved a proportionate target of 44.3% resulting in a total of
198,136 Award Shares vesting and subsequently being
exercised.
|
Name
|
PSP Awards
exercised
|
Ordinary Shares
sold
|
New holding of Ordinary
Shares
|
% of Company's issued share
capital
|
|
Chris Gillespie, CEO
|
66,665
|
-
|
191,665
|
0.4%
|
|
Diane Giddy, CFO
|
29,354
|
16,081
|
28,273
|
0.1%
|
All of the Award Shares exercised
were satisfied through the Company's Employees Benefit Trust
("EBT"). As a result the total number of voting rights in H&T
remains 43,987,934 Ordinary Shares.
Following the exercise of her Award
Shares, Diane Giddy sold 16,081 Ordinary Shares at price of 416.61
pence to cover personal tax liabilities.
Purchase of Shares by EBT
On 17 May 2024, the EBT purchased
87,513 Ordinary Shares at a price of 416.61 pence. Following this
transaction and the transfer of Ordinary Shares to satisfy the
awards under the PSP scheme, the EBT holds 508,048 Ordinary Shares,
representing 1.15 per cent. of the Company's total voting
rights.
Enquiries:
|
H&T Group
plc
Chris Gillespie, Chief Executive
Officer
Diane Giddy, Chief Financial Officer
|
+44(0)20 8225
2700
|
|
Shore Capital
Ltd (Nominated Adviser and Joint
Broker)
Stephane Auton / Sophie Collins (Corporate
Advisory)
Guy Wiehahn (Corporate Broking)
|
+44(0)20 7408
4090
|
|
Canaccord
Genuity Limited (Joint Broker)
Emma Gabriel / George Grainger
|
+44(0)20 7523
8000
|
|
Alma Strategic
Communications (PR)
Sam Modlin
Andy
Bryant
Rebecca Sanders-Hewett
Will Merison
|
+44(0)20 3405
0205
handt@almastrategic.com
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Chris Gillespie
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
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
|
H&T Group plc
|
|
b)
|
LEI
|
2138006N2X1XSBSDSU74
|
|
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
|
H&T Group plc ordinary shares of 5
pence
GB00B12RQD06
|
|
b)
|
Nature of the transaction
|
Award of Options under 2024 Performance Share
Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
111,335
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transaction)
|
|
e)
|
Date of the transaction
|
17 May 2024
|
|
f)
|
Place of the transaction
|
Outside of a trading venue
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Diane Giddy
|
|
2
|
Reason for the
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
|
H&T Group plc
|
|
b)
|
LEI
|
2138006N2X1XSBSDSU74
|
|
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
|
H&T Group plc ordinary shares of 5
pence
GB00B12RQD06
|
|
b)
|
Nature of the transaction
|
Award of Options under 2024 Performance Share
Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
80,808
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transaction)
|
|
e)
|
Date of the transaction
|
17 May 2024
|
|
f)
|
Place of the transaction
|
Outside of a trading venue
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Christopher Gillespie
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
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
|
H&T Group plc
|
|
b)
|
LEI
|
2138006N2X1XSBSDSU74
|
|
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
|
H&T Group plc ordinary shares of 5
pence
GB00B12RQD06
|
|
b)
|
Nature of the transaction
|
Exercise of options
|
|
c)
|
Price(s) and volume(s)
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transaction)
|
|
e)
|
Date of the transaction
|
17 May 2024
|
|
f)
|
Place of the transaction
|
Outside of a trading venue
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Diane Giddy
|
|
2
|
Reason for the
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
|
H&T Group plc
|
|
b)
|
LEI
|
2138006N2X1XSBSDSU74
|
|
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
|
H&T Group plc ordinary shares of 5
pence
GB00B12RQD06
|
|
b)
|
Nature of the transaction
|
Exercise of options
|
|
c)
|
Price(s) and volume(s)
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transaction)
|
|
e)
|
Date of the transaction
|
17 May 2024
|
|
f)
|
Place of the transaction
|
Outside of a trading venue
|
|
1
|
Details of the
person discharging managerial responsibilities / person closely
associated
|
|
a)
|
Name
|
Diane Giddy
|
|
2
|
Reason for the
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
|
H&T Group plc
|
|
b)
|
LEI
|
2138006N2X1XSBSDSU74
|
|
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
|
H&T Group plc ordinary shares of 5
pence
GB00B12RQD06
|
|
b)
|
Nature of the transaction
|
Sale of Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
416.61
|
16,081
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transaction)
|
|
e)
|
Date of the transaction
|
17 May 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
