7 May 2024
AIM: JSG
Johnson Service Group
PLC
PDMR Shareholding
- Grant of Share
Options
Johnson Service Group PLC (the
"Company") announces that it has today granted nil cost options
over ordinary shares of 10 pence each in the Company under the
Johnson Service Group 2018 Long-Term Incentive Plan ("2018 LTIP
Scheme") (the "2024 LTIP Award").
In addition, for participating
employees in the United Kingdom, linked awards were granted on the
same date over ordinary shares of 10 pence each in the Company
under the Johnson Service Group 2018
Long-Term Incentive Plan CSOP Section (the
"2024 Approved LTIP Award") at an exercise price of 149.40 pence
each.
The number of options granted to
each of the Executive Directors are as follows:
|
|
No. of Options
Granted
|
Executive
Director
|
Position
|
2024 LTIP
Award
|
2024 Approved LTIP
Award
|
Peter Egan
|
CEO
|
474,590
|
20,080
|
Yvonne Monaghan
|
CFO
|
296,795
|
20,080
|
The 2024 LTIP Award options may be
exercised on or after 7 May 2027, subject to the satisfaction of
performance conditions over the three financial years ending 31
December 2026 (the "Performance Period") and are exercisable up to
ten years from the date of grant (for participating employees in
the United Kingdom) or up to seven years from the date of grant
(for participating employees in the Republic of Ireland). The 2024
LTIP Award participants will be entitled to receive an additional
payment in respect of dividend equivalents on 2024 LTIP Award
options which vest.
Performance Conditions and Vesting
In determining the applicable
performance conditions, the Remuneration Committee has taken into
account the Group's business plan as well as the outlook for the
sector, general macroeconomic conditions and, to the extent
available, the range of analysts' consensus forecasts for the
financial year ending 31 December 2026. Following careful
consideration, the Remuneration Committee has agreed two separate
performance targets. The specific performance conditions are set
out below.
Total Shareholder
Return
50 per cent of the award to vest by
reference to the Company's total shareholder return ('TSR')
performance relative to that of the constituents of the FTSE 250
(excluding investment trusts) (the "Comparator Group") over the
Performance Period. None of this element will vest if the Company's
TSR positions it below the median of the Comparator Group, one
quarter will vest if the Company's TSR is equal to the median of
the Comparator Group and the whole of this element will vest if the
Company's TSR is at the upper quartile level or above when compared
to the Comparator Group. Vesting will be on a straight-line basis
between median and upper quartile.
Earnings Per
Share
The remaining 50 per cent of the
2024 LTIP Award will vest by reference to growth in the Company's
adjusted fully diluted earnings per share from continuing
operations ('EPS') over the Performance Period above the level of
EPS achieved in the financial year ended 31 December 2023. None of
this element of the award will vest if EPS growth (on a CAGR basis)
is less than 9 per cent per annum over the performance period; one
quarter will vest for EPS growth of 9 per cent per annum; and the
whole of this element will vest if EPS growth is 16 per cent per
annum or greater over the performance period. Vesting will be on a
straight-line basis between these points.
Linked Award
For participating employees in the
United Kingdom, the 2024 Approved LTIP Award has been granted to
allow, where possible, the participant to receive part of the gain
which may have been received under the 2024 LTIP Award tax
efficiently. The participant will receive the same gross gain
as they would have received had they only been granted the 2024
LTIP Award and not been granted the 2024 LTIP Award and the linked
2024 Approved LTIP Award. At the time of exercise, to the
extent that there is a gain on the 2024 Approved LTIP Award, the
options granted under the 2024 LTIP Award will be forfeited to the
same value.
Further Holding Period
The 2024 LTIP Award is subject to an
additional holding period of two years from the date on which the
2024 LTIP Award vests (the "Holding Period"). During the
Holding Period, the 2024 LTIP Award holder may not normally dispose
of any of the shares which vest except to cover any income tax or
social security contributions arising on the exercise of the 2024
LTIP Award.
Malus, Clawback and Remuneration Committee
Discretion
The 2024 LTIP Award will be subject
to the 2018 LTIP Scheme rules. In line with its Remuneration
Policy, the Remuneration Committee can apply malus and clawback
provisions to the 2024 LTIP Award and has discretion to
vary formulaic outturns where they do not reflect underlying
performance or are inappropriate in the context of unexpected or
unforeseen circumstances.
Enquiries:
|
|
Johnson Service Group PLC
Peter Egan, CEO
Yvonne Monaghan, CFO
Tel: 01928 704 600
|
|
|
|
Investec Investment Banking (NOMAD)
David Flin
Carlton Nelson
Virginia Bull
Tel: 020 7597 5970
|
Camarco (Financial PR)
Ginny Pulbrook
Rosie Driscoll
Letaba Rimell
Tel: 020 3757 4992 /
4981
|
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
|
Peter Egan
|
2.
|
Reason for the
Notification
|
a)
|
Position / Status
|
Chief Executive Officer /
PDMR
|
b)
|
Initial Notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Entity legal name
|
Johnson Service Group PLC
|
b)
|
Entity LEI
|
2138004WZUPWV53KWV11
|
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
securities
Identification code
|
Options over ordinary shares of 10
pence each
GB0004762810
|
b)
|
Nature of the transaction
|
Grant of options
|
c)
|
Individual transaction price(s) and
volume(s)
|
Price
|
Volume
|
£nil
|
474,590
|
|
d)
|
Aggregated price and
volume
|
Grant of 474,590 options over ordinary shares of 10
pence each at an exercise price of £nil
|
e)
|
Date of the transaction
|
7 May 2024
|
f)
|
Place of the transaction
|
Outside of a trading
platform
|
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
|
Peter Egan
|
2.
|
Reason for the
Notification
|
a)
|
Position / Status
|
Chief Executive Officer /
PDMR
|
b)
|
Initial Notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Entity legal name
|
Johnson Service Group PLC
|
b)
|
Entity LEI
|
2138004WZUPWV53KWV11
|
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
securities
Identification code
|
Options over ordinary shares of 10
pence each
GB0004762810
|
b)
|
Nature of the transaction
|
Grant of options
|
c)
|
Individual transaction price(s) and
volume(s)
|
Price
|
Volume
|
149.40 pence
|
20,080
|
|
d)
|
Aggregated price and
volume
|
Grant of 20,080 options over
ordinary shares of 10 pence each at an exercise price of 149.40
pence
|
e)
|
Date of the transaction
|
7 May 2024
|
f)
|
Place of the transaction
|
Outside of a trading
platform
|
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
|
Yvonne Monaghan
|
2.
|
Reason for the
Notification
|
a)
|
Position / Status
|
Chief Financial Officer /
PDMR
|
b)
|
Initial Notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Entity legal name
|
Johnson Service Group PLC
|
b)
|
Entity LEI
|
2138004WZUPWV53KWV11
|
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
securities
Identification code
|
Options over ordinary shares of 10
pence each
GB0004762810
|
b)
|
Nature of the transaction
|
Grant of options
|
c)
|
Individual transaction price(s) and
volume(s)
|
Price
|
Volume
|
£nil
|
296,795
|
|
d)
|
Aggregated price and
volume
|
Grant of 296,795 options over
ordinary shares of 10 pence each at an exercise price of
£nil
|
e)
|
Date of the transaction
|
7 May 2024
|
f)
|
Place of the transaction
|
Outside of a trading
platform
|
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
|
Yvonne Monaghan
|
2.
|
Reason for the
Notification
|
a)
|
Position / Status
|
Chief Financial Officer /
PDMR
|
b)
|
Initial Notification /
Amendment
|
Initial notification
|
3.
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
a)
|
Entity legal name
|
Johnson Service Group PLC
|
b)
|
Entity LEI
|
2138004WZUPWV53KWV11
|
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
securities
Identification code
|
Options over ordinary shares of 10
pence each
GB0004762810
|
b)
|
Nature of the transaction
|
Grant of options
|
c)
|
Individual transaction price(s) and
volume(s)
|
Price
|
Volume
|
149.40 pence
|
20,080
|
|
d)
|
Aggregated price and
volume
|
Grant of 20,080 options over
ordinary shares of 10 pence each at an exercise price of 149.40
pence
|
e)
|
Date of the transaction
|
7 May 2024
|
f)
|
Place of the transaction
|
Outside of a trading
platform
|