18 March
2024
Headlam Group
plc
(the
'Company')
Grant of awards under
Deferred Bonus Plan & Performance Share Plan
Performance Share Plan awards
On 18 March 2024, the Company granted
awards in the form of nil-cost options over a total of 935,334
ordinary shares of 5 pence each in the Company under the Company's
Performance Share Plan, (the 'PSP'), including 660,635 to the
following Executive Directors:
|
Executive Director / PDMR
|
Role
|
Number of ordinary shares
over which PSP awards granted
|
|
Chris Payne
|
Chief Executive
|
395,402
|
|
Adam Phillips
|
Chief Financial Officer
|
265,233
|
As detailed in the 2023 Annual
Report and Accounts published on 18 March, vesting of the PSP
awards is dependent on continued employment and the achievement of
performance conditions against the following measures:
- compound
growth in Earnings Per Share (70%);
- relative
Total Shareholder Return performance measured against the
constituents of the FTSE SmallCap Index (excluding investment
trusts) (20%); and
- reduction
in greenhouse gas emissions (10%).
The performance conditions will be
measured over a three-year performance period.
In addition, the awards are further
subject to an underpin performance condition that the extent of
vesting reflects the overall financial performance of the Company
over the three-year performance period. When making this
determination the Company's Remuneration Committee will have full
discretion to ensure that the final outcome is warranted based on
the performance of the Company in light of all relevant factors to
ensure there have been no windfalls gains.
PSP awards granted to Executive
Directors are additionally subject to a two-year holding period
following the date of vesting during which a dividend equivalent
will accrue in the form of additional shares to the extent the
awards vest, as calculated on a re-investment basis.
The number of ordinary shares over
which the awards were granted was calculated on a share price of
183.80 pence per ordinary share, being the average mid-market
closing share price for the five business days prior to the grant
date, as derived from the London Stock Exchange daily official
list. The awards are subject to the malus and clawback
provisions of the PSP.
Deferred Bonus Plan ('DBP') awards
As detailed in the Directors'
Remuneration Report on page 116 of the 2023 Annual Report and
Accounts, rather than defer one-third of the bonus outcome into an
award over shares, the Remuneration Committee has decided to defer
100% of the Executive Director's 2023 bonus outcome into an award
under the DBP.
On 18 March 2024, the Company
granted nil-cost options under the DBP to the following Executive
Directors:
|
Executive Director / PDMR
|
Role
|
Amount of Bonus Deferred
(£)
|
Number of ordinary shares
over which DBP awards granted
|
|
Chris Payne
|
Chief Executive
|
118,750
|
64,608
|
|
Adam Phillips
|
Chief Financial Officer
|
54,375*
|
29,583
|
* Pro-rated as Adam Phillips to
reflect that he joined the Company on 20 March 2023.
The 2024 DBP awards will not vest
until the second anniversary of the grant date, and are subject to
a dividend equivalent in the form of shares, calculated on a
re-investment basis. The number of ordinary shares over which
the awards were granted was calculated based on a share price of
183.80 pence per ordinary share, being the average mid-market
closing share price for the five business days prior to the grant
date, as derived from the London Stock Exchange daily official
list.
|
Headlam Group plc
|
Tel: 01675 433 000
|
|
Chris Payne, Chief
Executive
|
Email: headlamgroup@headlam.com
|
|
Adam Phillips, Chief Financial
Officer
Alison Hughes, General Counsel &
Company Secretary
|
|
|
Panmure Gordon (UK) Limited (Corporate Broker)
|
Tel: 020 7886 2500
|
|
Tom Scrivens / Atholl Tweedie
Peel Hunt LLP (Corporate
Broker)
|
Tel: 020 7418 8900
|
|
George Sellar / Finn Nugent
|
|
|
|
|
Notification and public
disclosure of transactions by persons discharging managerial
responsibilities / persons closely associated with
them.
|
1.
|
Details of
PDMR / person closely associated with them ("PCA")
|
|
a)
|
Name
|
Chris Payne
|
|
2.
|
Reason for the
notification
|
|
a)
|
Position /
status
|
Chief Executive
|
|
b)
|
Initial notification /
amendment
|
Initial notification
|
|
3.
|
Details of the
issuer
|
|
a)
|
Name
|
Headlam Group plc
|
|
b)
|
LEI
|
213800I4AZZUJEYX9O90
|
|
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
|
Ordinary shares of 5 pence
each.
|
|
b)
|
Identification code
|
ISIN: GB0004170089
|
|
c)
|
Nature of the transaction
|
Grant of nil-cost options over
Ordinary Shares under the Company's Deferred Bonus Plan
|
|
d)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
64,608
|
|
|
e)
|
Aggregated information
-
Volume
-
Price
|
N/A
|
|
f)
|
Date of the transaction
|
18 March 2024
|
|
g)
|
Place of the transaction
|
Outside a trading venue
|
|
1.
|
Details of
PDMR / person closely associated with them ("PCA")
|
|
a)
|
Name
|
Adam Phillips
|
|
2.
|
Reason for the
notification
|
|
a)
|
Position /
status
|
Chief Financial Officer
|
|
b)
|
Initial notification /
amendment
|
Initial notification
|
|
3.
|
Details of the
issuer
|
|
a)
|
Name
|
Headlam Group plc
|
|
b)
|
LEI
|
213800I4AZZUJEYX9O90
|
|
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
|
Ordinary shares of 5 pence
each.
|
|
b)
|
Identification code
|
ISIN: GB0004170089
|
|
c)
|
Nature of the transaction
|
Grant of nil-cost options over
Ordinary Shares under the Company's Deferred Bonus Plan
|
|
d)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
29,583
|
|
|
e)
|
Aggregated information
-
Volume
-
Price
|
N/A
|
|
f)
|
Date of the transaction
|
18 March 2024
|
|
g)
|
Place of the transaction
|
Outside a trading venue
|
|
1.
|
Details of
PDMR / person closely associated with them ("PCA")
|
|
a)
|
Name
|
Chris Payne
|
|
2.
|
Reason for the
notification
|
|
a)
|
Position /
status
|
Chief Executive
|
|
b)
|
Initial notification /
amendment
|
Initial notification
|
|
3.
|
Details of the
issuer
|
|
a)
|
Name
|
Headlam Group plc
|
|
b)
|
LEI
|
213800I4AZZUJEYX9O90
|
|
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
|
Ordinary shares of 5 pence
each.
|
|
b)
|
Identification code
|
ISIN: GB0004170089
|
|
c)
|
Nature of the transaction
|
Grant of nil-cost options over
Ordinary Shares under the Company's Performance Share
Plan
|
|
d)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
395,402
|
|
|
e)
|
Aggregated information
-
Volume
-
Price
|
N/A
|
|
f)
|
Date of the transaction
|
18 March 2024
|
|
g)
|
Place of the transaction
|
Outside a trading venue
|
|
1.
|
Details of
PDMR / person closely associated with them ("PCA")
|
|
a)
|
Name
|
Adam Phillips
|
|
2.
|
Reason for the
notification
|
|
a)
|
Position /
status
|
Chief Financial Officer
|
|
b)
|
Initial notification /
amendment
|
Initial notification
|
|
3.
|
Details of the
issuer
|
|
a)
|
Name
|
Headlam Group plc
|
|
b)
|
LEI
|
213800I4AZZUJEYX9O90
|
|
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
|
Ordinary shares of 5 pence
each.
|
|
b)
|
Identification code
|
ISIN: GB0004170089
|
|
c)
|
Nature of the transaction
|
Grant of nil-cost options over
Ordinary Shares under the Company's Performance Share
Plan
|
|
d)
|
Price(s) and
volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
265,233
|
|
|
e)
|
Aggregated information
-
Volume
-
Price
|
N/A
|
|
f)
|
Date of the transaction
|
18 March 2024
|
|
g)
|
Place of the transaction
|
Outside a trading venue
|