Rotork PLC Director/PDMR Shareholding (8023N)

TIDMROR

RNS Number : 8023N

Rotork PLC

22 May 2020

Rotork plc

Notification of transactions

by Persons Discharging Managerial Responsibilities ("PDMR")

Rotork plc ("Company") today provides notification of the following transactions which were effected outside of a trading venue on 21 May 2020 and which relate to the interests in the ordinary shares of nominal value 0.5pence each in the capital of the Company ("Shares") (ISIN: GB00BVFNZH21) of each of the two below named PDMRs.

The transactions arise in respect of: (i) the 84.5% vesting on 9 May 2020 of the three-year performance conditioned nil cost option over certain Shares granted to the PDMRs on 9 May 2017 (as amended from the original 6 March 2017 date of grant) under the Company's 2010 Long-Term Incentive Plan (each, a "2017 LTIP Option"); and (ii) the exercise by each PDMR on 21 May 2020 of their respective 2017 LTIP Option to acquire all available Shares thereunder and the immediate sale of a sufficient number of such Shares to cover their personal tax liability arising on exercise.

Individual PDMR and transaction details are set out in the table below:

 
 Name and        Number         Number         Number of             Number 
  position        of Shares      of Shares      Shares immediately    of remaining 
  of PDMR         over which     acquired       sold at               Shares held 
                  the 2017       on exercise    256.6 pence           beneficially 
                  LTIP Option    on 21 May      per Share             by the PDMR 
                  vested         2020(2)        on 21 May             following 
                  on 9 May                      2020(2)               the transactions(3) 
                  2020(1) 
 
   Jonathan 
   Davis, 
   Group 
   Finance 
   Director           147,989        147,989                69,555                 78,434 
                -------------  -------------  --------------------  --------------------- 
 
   Grant 
   Wood, 
   Operations                         51,438 
   Director            51,438            (3)                24,176                 27,262 
                -------------  -------------  --------------------  --------------------- 
 

(1) Any Shares over which a 2017 LTIP Option was originally granted and have not vested automatically lapse under the rules of the Company's 2010 Long-Term Incentive Plan. The 2017 LTIP Option has a four-year exercise period commencing from the date of vesting.

(2) All Shares acquired and sold arising from the exercise of the 2017 LTIP Options were transacted outside of a trading venue by RBC cees Limited (as Trustee of The Rotork Employee Share Ownership Trust) through the purchase and sale of market purchased Shares already held in the Trust. The transactions were all effected based on the Company's MMQ Share price for 20 May 2020 of 256.6pence per share.

(3) The beneficial interest in Shares relates to the PDMR, including their connected persons.

In respect of Mr Davis only, a two-year compulsory holding period applies which runs concurrently with the exercise period, meaning that in principle he could not exercise his 2017 LTIP Option until 9 May 2022. However, there is an exemption to this which allows for the exercise of 2017 LTIP Option during the holding period (and the immediate sale of a sufficient number of Shares acquired therefrom) in order to trigger and satisfy personal tax liabilities in relation to the exercise, as is the case in respect of the above transactions. Arising from that, the net of tax residual Shares held beneficially by Mr Davis (ie 78,434 Shares) must be retained for the remainder of the compulsory holding period (ie until 9 May 2022) and during which time (and subsequently) they will count towards the Company's shareholding value requirements of him.

The Company can confirm that each of the above named PDMRs have complied with their respective obligation to notify the Financial Conduct Authority of the above transactions as required under the EU Market Abuse Regulation.

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Rotork contact and telephone number for enquiries:

Sandra Forbes, Interim Group General Counsel and Company Secretary

07775703579

Notes:

Legal Entity Identifier: 213800AH5RZIHGWRJ718

Classification: 3.1 (with reference to DTR6 Annex 1R)

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May 22, 2020 11:07 ET (15:07 GMT)