This announcement replaces RNS 6993F
released on 05-03-2024 at 16:24 due to an amendment.
6 March 2024
Notification of interests of directors and persons discharging
managerial responsibilities
Marston's PLC (the
"Company") announces that on 4
March 2024 the Directors listed below were granted awards over
ordinary shares in the Company under the Company's Long Term
Incentive Plan (the "Plan").
The number of shares over which
awards were granted was calculated using the market price at the
close of trading on the London Stock Exchange on 4 March 2024,
being £0.2925 per ordinary share, save for the award granted to
Hayleigh Lupino, where a notional share price of 33p was used to
reflect the Remuneration Committee's decision to grant her an award
over shares worth 125% of her base salary when the share price was
33p (which has decreased since that decision).
Awards under the Plan comprise two
elements:
(i) a nil-cost
option (a "Nil-Cost
Option"), and
(ii) a CSOP Option
over shares with a total value at the date of grant of £60,000 (the
statutory limit) with an exercise price of £0.2925 per share (a
"CSOP Option").
Performance
Metrics
Nil-Cost Options will vest to the
extent performance conditions are satisfied as set out
below:
|
Measure
|
Weighting
|
Threshold (25% vest)
|
Maximum (100% vest)
|
|
Underlying PBT in
20261
|
20%
|
£75m
|
£95m
|
|
Net cash flow2
(2024, 2025 and 2026 aggregate)
|
40%
|
£150m
|
£180m
|
|
Operating Margin in 2026
|
20%
|
16.3%
|
18.3%
|
|
Relative Total Shareholder Return
(TSR) (measured over FY2023/24 to
FY2025/2026)
|
20%
|
Median
|
Upper quartile
|
1. Underlying PBT: exclusive of
income from associates.
2. Net cash inflow/(outflow) as per
the Net Debt note to the financial statements.
3. Straight-line vesting applies
between Threshold and Maximum.
To the extent the performance
metrics are met, a Nil-Cost Option will be released following the
end of a further two-year holding period.
Linking Arrangement between
Nil-Cost Option and CSOP Option
The options have been granted such
that the maximum pre-tax value delivered to the participant will
not exceed the value of the shares over which the Nil-Cost Option
would have vested if it was a standalone option.
The CSOP option will be released
only to the extent that the aggregate CSOP gain is less than or
equal to the value of the shares over which the Nil-Cost Option
would be released on the normal release date.
|
Name
|
Designation
|
Number of shares subject to CSOP Option
|
Number of shares subject to Nil-Cost Option
|
|
Justin Platt
|
Director
|
205,128
|
2,871,795
|
|
Hayleigh Lupino
|
Director
|
205,128
|
1,347,041
|
Enquiries:
Bethan Raybould, General Counsel
& Company Secretary, Marston's PLC, +44 (0) 1902
907250
Notification of Dealing
Form
|
1.
|
Details of the Person Discharging Managerial Responsibility
("PDMR")/person closely associated with them
("PCA")
|
|
a)
|
Name
|
Justin Platt
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status
|
Director and PDMR
(Chief Executive Officer)
|
|
b)
|
Initial notification/
amendment
|
Initial Notification
|
|
3.
|
Details of the Issuer
|
|
a)
|
Name
|
Marston's PLC
|
|
b)
|
LEI code
|
213800Q6RP3ZJ2CZR962
|
|
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
Identification code
|
Ordinary Shares of 7.375 pence
each
ISIN: GB00B1JQDM80
|
|
b)
|
Nature of the transaction
|
Grant of awards under the Marston's
PLC Long Term Incentive Plan in the form of a CSOP option with an
exercise price of £0.2925 per share and a nil-cost
option.
|
|
c)
|
Price(s) and volumes(s)
|
|
Price
|
Volume
|
|
Nil-cost option: N/A
|
2,871,795
|
|
CSOP option: £0.2925
|
205,128
|
|
|
d)
|
Aggregated information
- Aggregate
volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
2024-03-04
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
|
1.
|
Details of the Person Discharging Managerial Responsibility
("PDMR")/person closely associated with them
("PCA")
|
|
a)
|
Name
|
Hayleigh Lupino
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status
|
Director and PDMR (Chief Financial
Officer)
|
|
b)
|
Initial notification/
amendment
|
Initial Notification
|
|
3.
|
Details of the Issuer
|
|
a)
|
Name
|
Marston's PLC
|
|
b)
|
LEI code
|
213800Q6RP3ZJ2CZR962
|
|
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
Identification code
|
Ordinary Shares of 7.375 pence
each
ISIN: GB00B1JQDM80
|
|
b)
|
Nature of the transaction
|
Grant of awards under the Marston's
PLC Long Term Incentive Plan in the form of a CSOP option with an
exercise price of £0.2925 per share and a nil-cost
option.
|
|
c)
|
Price(s) and volumes(s)
|
|
Price
|
Volume
|
|
Nil-cost option: N/A
|
1,347,041
|
|
CSOP option: £0.2925
|
205,128
|
|
|
d)
|
Aggregated information
- Aggregate
volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
2024-03-04
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|