U and I Group PLC Director/PDMR Shareholding (5437D)

TIDMUAI

RNS Number : 5437D

U and I Group PLC

29 June 2021

U and I Group PLC makes awards under its Long Term Incentive Plan 2014

U and I Group PLC (the Company) announces that the Remuneration Committee has granted options over ordinary shares to Executive Directors of the Company under its Long Term Incentive Plan 2014 (the Plan), which was approved by shareholders at the Annual General Meeting on 16 July 2014.

In accordance with the rules of the Plan, LTIP awards were granted on 28 June 2021 at the price of 97.44 pence per share, being the mathematical average mid-market price over the 5 dealing days from 15 June to 21 June 2021.

Options over ordinary shares have been granted to the following Executive Directors as follows:

 
 Richard Upton      359,195 
 Jamie Christmas    307,881 
 

Awards will be made on the basis that shares will be acquired subject to the satisfaction of the performance condition. The aim of which is to link the receipt of shares under the Plan to an improvement in the performance of the Company over a three and four-year performance period from 1 April 2021.

Performance Condition

1 An Award will (subject to paragraphs 4 and 5 below) Vest as to 50% by reference to the NAV Growth measure as set out in paragraph 2 below (and for which the Normal Vesting Date will be 28 June 2025) and as to 50% by reference to the Share Price measure as set out in paragraph 3 below (and for which the Normal Vesting Date will be 28 June 2024).

2 NAV Growth will be measured over the Performance Period and the percentage of the Award subject to the NAV Growth measure will Vest (subject to paragraph 4 and 5 below) to the extent set out in the table below, where:

"NAV Growth" means the cumulative growth in the diluted net assets per share of the Company (as reported in the Group's consolidated balance sheet) taking into account dividends over the Performance Period, as determined by the Directors. The Directors may adjust the calculation of NAV Growth as they consider appropriate.

"Performance Period" means 1 April 2021 to 31 March 2025.

 
 Percentage of Award subject 
  to the NAV Growth measure        NAV Growth over the Performance 
  that will Vest                    Period 
 0%                                Less than 15.8% 
                                  -------------------------------- 
 20%                               15.8% 
                                  -------------------------------- 
 Between 20% and 100% determined   Between 15.8% and 40.5% 
  on a straight-line basis 
                                  -------------------------------- 
 100%                              40.5% or more 
                                  -------------------------------- 
 

Note: the targets for NAV Growth are equivalent to annual growth of 5% pa (for 20% vesting) and 12% pa (for 100% vesting).

3 The percentage of the Award subject to the Share Price measure will Vest (subject to paragraphs 4 and 5 below) to the extent set out below by reference to the average Share Price calculated over the 3 calendar months ending on 31 March 2024, where:

"Share Price" means the closing price of a Share in the Company;

 
           Percentage of Award subject                 Share Price 
            to the Share Price measure 
            that will Vest 
           0%                                          Less than 120 pence 
                                            ------------------------------------ 
           20%                                         120 pence 
                                            ------------------------------------ 
           Between 20% and 100% determined             Between 120 pence and 180 
            on a straight-line basis                    pence 
                                            ------------------------------------ 
           100%                                        180 pence 
                                            ------------------------------------ 
 
 
           The Directors may make such adjustments as they consider 
            appropriate to the Share Price measure if any of the events 
            described in rule 5.3.1 (i) to (iv) (inclusive) (Adjustment 
            of Awards) of the Plan occurs before the measurement date. 
 

4 The Directors have discretion to reduce (including to nil) the percentage of an Award which Vests if they consider that:

 
   -- NAV Growth and/or Share Price has been achieved as 
    a result of inappropriate financial risk; or 
    -- the level of the Company's financial and/or business 
    risk is not in accordance with its stated strategy or; 
    -- the outcome does not reflect the underlying financial 
    or non-financial performance of the participant or the 
    Group over the relevant period; or 
    -- such vesting level is not appropriate in the context 
    of circumstances that were unexpected or unforeseen at 
    the grant date; or 
    -- there exists any other reason why an adjustment is 
    appropriate. 
 

When exercising this discretion the Directors may take into account such factors as they consider relevant.

5 The Directors have discretion to reduce (including to nil) the percentage of a Tranche which Vests if they consider that the Participant's conduct prior to Vesting has not met the Group's organisational standards.

   6             An Award will lapse to the extent that it does not Vest. 

7 If, under the Plan rules, an Award vests early, the Directors will determine the extent to which the Performance Condition has been satisfied. As part of such determination, the Directors may, without limitation, take into account any information it considers appropriate including but not limited to the Company's most recent results and/or management accounts.

For further information please contact:-

Chris Barton

Company Secretary

020 7828 4777

29 June 2021

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June 29, 2021 11:49 ET (15:49 GMT)