TIDMRCH
RNS Number : 6291S
Reach PLC
12 March 2019
Reach plc
12 March 2019
Reach plc (the "Company")
Grant of Awards under the Company's Long Term Incentive Plan
2012
Long Term Incentive Plan 2012 (the "LTIP")
The independent trustee (the "Trustee") of the Company's
Employees' Benefit Trust based in Jersey (the "Trust") notified the
Company that on 11 March 2019 it granted awards under the LTIP to
acquire ordinary shares in the capital of the Company in the form
of nil-cost options to Persons Discharging Managerial
Responsibility ("PDMR") within the Company, in the amounts set out
below. Under the terms of the LTIP, Awards would normally vest on
the third anniversary of their date of grant subject to the
satisfaction of conditions relating to the performance of the
Company over the three financial years to which an award relates
(the "Performance Period").
Upon vesting, awards are subject to a holding period of a
further two years. During the holding period restrictions will
apply to the sale or other disposal of the shares.
During the holding period, the Awards will be subject to the
malus provisions of the LTIP rules (the "Rules") which would allow
for forfeiture of all of the shares or a reduction in the number
released in circumstances as set out in the Rules.
The awards will be exercisable based on two performance
measures. 60% of the shares under award depend on the satisfaction
of an Absolute TSR Condition. 40% of the shares under award depend
on the satisfaction of a Net Cash Flow performance condition.
Under the Absolute TSR condition:
-- An Award will be exercisable over 0% of the Absolute TSR
shares if the Company's share price is
below 115p.
-- An Award will be exercisable over 20% of the Absolute TSR
shares if the Company's share price is 115p.
-- An Award will be exercisable over 100% of the Absolute TSR
shares if the Company's share price is 165p or above.
If the Company's share price is between 115p and 165p, the
number of shares over which the award will be exercisable will be
determined by straight-line interpolation between 20% and 100%.
Whether a target share price has been achieved will be
determined by reference to the Company's volume-weighted average
share price over the final quarter of the Performance Period. The
share price for these purposes includes dividends reinvested over
the performance period.
In addition, for an award to become exercisable over the TSR
award shares, the Remuneration Committee ("Committee") must be
satisfied that the Company's share price performance is a genuine
reflection of the underlying business performance of the Company
over the Performance Period. When assessing whether they are
satisfied that the Company's share price performance is a genuine
reflection of the Company's business performance the Committee will
take into account factors including revenues, free cash flow,
change in net debt over the period (each based on the audited
results), as well as the Company's 3-year TSR relative to the TSR
of relevant listed indices. The Committee will consider both a
quantitative and qualitative analysis of the performance and will
take account of any relevant internal and external factors to help
ensure that unexpected events during the period are considered
properly.
Under the Net Cash Flow Condition:
-- An Award will be exercisable over 0% of the Net Cash Flow
shares if the cumulative adjusted Net Cash Flow for the whole of
the Performance Period is below GBP300 million.
-- An Award will be exercisable over 20% of the Net Cash Flow
Shares if the cumulative adjusted Net Cash Flow for the whole of
the Performance Period is GBP300 million.
-- An Award will be exercisable over 100% of the Net Cash Flow
Shares if the cumulative adjusted Net Cash Flow for the whole of
the Performance Period reaches or exceeds GBP340 million.
If the Company's cumulative Adjusted Net Cash Flow for the whole
of the Performance Period is between GBP300 million and GBP340
million then the number of Net Cash Flow Shares will be determined
by straight-line interpolation between 20% and 100%.
Adjusted Net Cash Flow is defined as the net cash flows
generated by the business before the payment of dividends, before
pension deficit funding payments, and before any cash outflows in
relation to items that have been treated as non-recurring in the
financial statements. Other than the exclusion of pension deficit
funding payments, which can fluctuate over the Performance Period,
this performance condition is consistent with prior years. In
assessing the Adjusted Net Cash Flow, the Committee may, if
appropriate in exceptional circumstances, include or exclude other
payments to better reflect underlying business performance.
The Committee may adjust the Net Cash Flow Condition as it
considers appropriate including but not limited to where the
Company or Group has bought or sold businesses or companies to
maintain the same level of difficulty and the Committee may adjust
for unbudgeted items which are wholly outside management
control.
The total exercise price payable on any exercise of an LTIP
award is GBP1. Nothing is paid for the grant of the Award.
The base price for calculating the level of award was 64.6p, the
average market closing price between 6 March 2019 and 8 March
2019.
The awards to Simon Fuller represent his normal annual LTIP
award (in repect of awards over shares worth 120% of his salary)
and the balance (a further 30% of salary) represents a partial
buy-out of awards with a prior employer that were forfeited on his
joining the Company.
Details of the transactions are set out below:
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Simon Fox
--------------------------------------- ------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------
a) Position/status Chief Executive
--------------------------------------- ------------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a) Name Reach plc
--------------------------------------- ------------------------------------------
b) LEI 213800GNI5XF3XOATR61
--------------------------------------- ------------------------------------------
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 10p Shares
financial instrument,
type of instrument
Identification code GB0009039941
b) Nature of the transaction Grant of share options under the
Company's Long Term Incentive Plan
2012.
--------------------------------------- ------------------------------------------
c) Price(s) and volume(s)
------------------- ------------------
Price(s) Volume(s)
------------------- ------------------
GBP0.646 1,162,254
---------------------------------------------------------------- ------------------
d) Aggregated information
- Aggregated volume N/A
- Price N/A
e) Date of the transaction 12 March 2019
--------------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
--------------------------------------- ------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Simon Fuller
--------------------------------------- ------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------
a) Position/status Chief Financial Officer and Company
Secretary
--------------------------------------- ------------------------------------------
b) Initial notification Initial Notification
/Amendment
--------------------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a) Name Reach plc
--------------------------------------- ------------------------------------------
b) LEI 213800GNI5XF3XOATR61
--------------------------------------- ------------------------------------------
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 10p Shares
financial instrument,
type of instrument
Identification code GB0009039941
b) Nature of the transaction Grant of share options under the
Company's Long Term Incentive Plan
2012.
--------------------------------------- ------------------------------------------
c) Price(s) and volume(s)
------------------- ------------------
Price(s) Volume(s)
------------------- ------------------
GBP0.646 835,913
---------------------------------------------------------------- ------------------
d) Aggregated information
- Aggregated volume N/A
- Price N/A
e) Date of the transaction 12 March 2019
--------------------------------------- ------------------------------------------
f) Place of the transaction Outside a trading venue
--------------------------------------- ------------------------------------------
Enquiries
Reach plc
Simon Fox, Chief Executive
Simon Fuller, Chief Financial Officer and Company
Secretary 020 7293 3553
Brunswick
Nick Cosgrove, Partner 020 7404 5959
Will Medvei, Director
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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