Anglo American PLC Director/PDMR Shareholding (8042X)
February 24 2017 - 07:00AM
UK Regulatory
TIDMAAL
RNS Number : 8042X
Anglo American PLC
24 February 2017
Anglo American plc (the 'Company')
Registered office: 20 Carlton House Terrace, London SW1Y 5AN
Registered number: 3564138 (incorporated in England and
Wales)
Notification of transactions by a PDMR
The Company received notification on 24 February 2017 of the
following transactions in its Ordinary Shares:
Conditional awards of Shares detailed below were made to Stephen
Pearce at nil cost on 24 February 2017, on the terms of the
Company's Long Term Incentive Plan ('LTIP'). Mr Pearce commenced
employment with the Anglo American Group, and as a member of its
Group Management Committee, on 30 January 2017. He will be
appointed as Finance Director and join the Board of Directors on 24
April 2017. In connection with Mr Pearce agreeing to become a
Director of the Company, it was agreed that certain buyout awards
('Buyout Awards') would be made to him as compensation for
incentives forfeited from his previous employer, Fortescue Metals
Group ('Fortescue'), as set out in the announcement of Mr Pearce's
appointment on 23 September 2016. The Buyout Awards have been
approved by the Company's Remuneration Committee ('Remuneration
Committee').
The share based Buyout Awards will vest subject to the
satisfaction of performance conditions as explained below and, as
required by the Company's Remuneration Policy, the vesting periods
reflect those of the original awards granted by Fortescue.
Share based Number of Vesting Holding period
Buyout Award Shares date/end
of performance
period
-------------- ---------- ---------------- -----------------
First Buyout 80,773 June 2017* No
Award
-------------- ---------- ---------------- -----------------
Second Buyout 203,692 June 2018 No
Award
-------------- ---------- ---------------- -----------------
Third Buyout 97,770 March 2019 Subject to a
Award further holding
period of two
years starting
on vesting date
-------------- ---------- ---------------- -----------------
*Shares will be released following the publication of the
relevant Fortescue financial results
The Buyout Awards will vest on the dates stated above, subject
to the following performance conditions.
-- The First Buyout Award will vest to the same extent that the
original Fortescue award, granted to Mr Pearce in December 2014,
would have vested. This will be determined by the Remuneration
Committee following publication of the relevant Fortescue financial
statements.
-- The Second Buyout Award will vest depending on the Company's
Total Shareholder Return (TSR) achievement from 1 January 2017 to
30 June 2018, as follows:
o as to 50% of the Shares, 25% will vest if the Company's TSR is
equal to the median TSR of the constituents of the FTSE 100, with
100% vesting if the Company's TSR is equal to or above the 80(th)
percentile of the constituents of the FTSE 100; and
o as to the remaining 50% of the Shares, 25% will vest if the
Company's TSR is equal to that of the Euromoney Global Mining
Index, with 100% vesting if the Company's TSR exceeds that of the
Euromoney Global Mining Index by 6% pa or more.
-- The Third Buyout Award will vest subject to the ROCE- and
TSR-based conditions applicable to the awards granted to Executive
Directors and other PDMRs under the LTIP in March 2016, details of
which can be found in the Company's 2015 annual report and
accounts. In line with the terms of such awards, any Shares vesting
pursuant to the Third Buyout Award will be subject to a holding
period of two years from vesting.
In addition to the share based Buyout Awards, which represent
more than 90% of the total, a cash Buyout Award of GBP300,000 is
due to be made to Mr Pearce in September 2017, also as compensation
for incentives forfeited from Fortescue, subject to the
Remuneration Committee's assessment of Mr Pearce's performance to
that date.
In accordance with Article 19 of the EU Market Abuse Regulation,
the relevant FCA notification is set out below.
1. Details of PDMR / person closely associated
(PCA)
--- ---------------------------------------------------------------
a) Name Stephen Pearce
--- ------------------------ -------------------------------------
2. Reason for the notification
--- ---------------------------------------------------------------
a) Position / status Finance Director Designate (PDMR)
--- ------------------------ -------------------------------------
b) Initial notification Initial notification
/ amendment
--- ------------------------ -------------------------------------
3. Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- ---------------------------------------------------------------
a) Full name of Anglo American plc
the entity
--- ------------------------ -------------------------------------
b) LEI 549300S9XF92D1X8ME43
--- ------------------------ -------------------------------------
4. Details of the transaction(s)
--- ---------------------------------------------------------------
a) Description of Anglo American plc Ordinary
the financial Shares of USD0.54945 each
instrument
Identification GB00B1XZS820
Code
--- ------------------------ -------------------------------------
b) Nature of the Conditional awards of Shares
transaction on the terms of the Anglo American
plc Long Term Incentive Plan,
in compensation for incentives
forfeited from Mr Pearce's previous
employer, Fortescue Metals Group,
subject to performance conditions
determined by the Company's
Remuneration Committee
--- ------------------------ -------------------------------------
c) Currency GBP - British Pound
--- ------------------------ -------------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) ---------- ----------
GBP0.00 80,773
---------- ----------
GBP0.00 203,692
---------- ----------
GBP0.00 97,770
---------- ----------
--- ------------------------ -------------------------------------
e) Aggregated information
Aggregated volume 382,235
Price GBP0.00
--- ------------------------ -------------------------------------
f) Date of the transaction 2017-02-24
--- ------------------------ -------------------------------------
g) Place of the London Stock Exchange - XLON
transaction
--- ------------------------ -------------------------------------
John Mills
Group Company Secretary
24 February 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
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