TIDMTNI
RNS Number : 0340S
Trinity Mirror PLC
14 March 2016
Trinity Mirror plc
14 March 2016
Trinity Mirror plc (the "Company")
Grant of Awards under the Trinity Mirror Long Term Incentive
Plan 2012 and the Restricted Share Plan
Long Term Incentive Plan 2012 (the "LTIP")
The independent trustee (the "Trustee") of the Trinity Mirror
Employees' Benefit Trust based in Jersey (the "Trust") notified the
Company that on 11 March 2016 it granted Awards under the LTIP to
acquire ordinary shares in the capital of the Company in the form
of nil-cost options to Persons Discharging Managerial
Responsibility ("PDMR") within the Company, in the amounts set out
below.
Under the terms of the LTIP, Awards would normally vest on the
third anniversary of their date of grant subject to the
satisfaction of conditions relating to the performance of the
Company over the three financial years to which an award relates
(the Performance Period")
Upon vesting, Awards are subject to a holding period of a
further two years. During the holding period restrictions will
apply to the sale or other disposal of the shares.
During the holding period, the Awards will be subject to the
malus provisions of the LTIP rules (the "Rules") which would allow
for forfeiture of all of the shares or a reduction in the number
released in circumstances as set out in the Rules.
The Awards will be exercisable based on two performance
measures. 60% of the Shares under Award depend on the satisfaction
of an Absolute TSR Condition. 40% of the Shares under Award depend
on the satisfaction of a Net Cash Flow Condition.
Under the Absolute TSR condition:
-- An Award will be exercisable over 0% of the Absolute TSR
shares if the Company's share price is 180p or below.
-- An Award will be exercisable over 100% of the Absolute TSR
shares if the Company's share price is 280p or above; and
If the Company's share price is between 180p and 280p, the
number of Shares over which the Award will be exercisable will be
determined by straight-line interpolation between these two
points.
Whether a target share price has been achieved will be
determined by reference to the Company's volume-weighted average
share price over the final quarter of the Performance Period. The
share price for these purposes includes dividends reinvested over
the performance period.
In addition, for an Award to become exercisable over the TSR
award shares, the Remuneration Committee ("Committee") must be
satisfied that the Company's share price performance is a genuine
reflection of the underlying business performance of the Company
over the Performance Period. When assessing whether they are
satisfied that the Company's share price performance is a genuine
reflection of the Company's business performance the Committee will
take into account factors including revenues, free cash flow,
change in net debt over the period (each based on the audited
results), as well as the Company's 3-year TSR relative to the TSR
of relevant listed indices. The Committee will consider both a
quantitative and qualitative analysis of the performance and will
take account of any relevant internal and external factors to help
ensure that unexpected events during the period are considered
properly.
Under the Net Cash Flow Condition:
-- An Award will be exercisable over 0% of the Net Cash Flow
Shares if the cumulative adjusted Net Cash Flow for the whole of
the Performance Period is at or below GBP205 million.
-- An Award will be exercisable over 100% of the Net Cash Flow
Shares if the cumulative adjusted Net Cash Flow for the whole of
the Performance Period reaches or exceeds GBP240 million.
If the Company's cumulative Adjusted Net Cash Flow for the whole
of the Performance Period is between GBP205 million and GBP240
million then the number of Net Cash Flow Shares will be determined
by straight-line interpolation between these two points.
Adjusted Net Cash Flow is defined as the net cash flows
generated by the business before the payment of dividends, and
before any cash outflows in relation to items that have been
treated as non-recurring in the financial statements.
In assessing the Adjusted Net Cash Flow, the Remuneration
Committee may, if appropriate in exceptional circumstances include
or exclude other payments, for example, pension payments over and
above the agreed funding plan to better reflect underlying business
performance.
The Remuneration Committee may adjust the Net Cash Flow
Condition as it considers appropriate including but not limited to
where the Company or Group has bought or sold businesses or
companies to maintain the same level of difficulty and the
Remuneration Committee may adjust for unbudgeted items which are
wholly outside management control.
The total exercise price payable on any exercise of a LTIP award
is GBP1. Nothing is paid for the grant of the award.
The base price for calculating the level of award was 148.83p,
the average market closing price between 8 and 10 March 2016.
The following new LTIP awards were made:
PDMR Number
of Shares
------------------------- -----------
Simon Fox
Chief Executive 500,851
------------------------- -----------
Vijay Vaghela
Group Finance Director 358,943
------------------------- -----------
Restricted Share Plan ("RSP")
The Trustee of the Trust further notified the Company that on
11(th) March 2016 it had granted Restricted Share Awards under the
RSP to each of the executive directors of Trinity Mirror plc listed
below.
Under the terms of the Trinity Mirror executive directors'
annual bonus scheme, 50% of any bonus is payable in cash and the
remaining 50% is paid through the award of Restricted Shares. This
award of the Restricted Shares follows the determination by the
Remuneration Committee of the Board of the Company that, under the
performance conditions of the 2015 scheme, a bonus at 34.6% of
maximum (equivalent to 25.95% of base salary) was payable. An award
of Restricted Shares equal in value to 17.3% of maximum (equivalent
to 12.975% of base salary) was therefore recommended to the
Trustees.
The executive director is the beneficial owner of the Restricted
Shares but the shares are held in trust by the Trustee who remains
the legal owner until the shares are released at the end of a three
year holding period (the Restricted Period").
During the Restricted Period, the executive director may not
sell or otherwise dispose of the Restricted Shares, cannot vote the
restricted shares and will not receive any dividends on the
Restricted Shares.
During the Restricted Period, the Restricted Shares will be
subject to the malus provisions of the RSP rules (the "Rules")
which would allow for forfeiture of all of the shares or a
reduction in the number released in circumstances as set out in the
Rules.
Executive Director Number of Restricted
Shares
-------------------- ---------------------
Simon Fox 44,462
-------------------- ---------------------
Vijay Vaghela 38,237
-------------------- ---------------------
An additional award of Restricted Shares equal in value to any
dividends paid during the Restricted Period may be made on the
release of the Award.
The base price for calculating the level of Award was 148.83p,
the average market closing price on between 8 and 10 March
2016.
Enquiries
Trinity Mirror
Simon Fox, Chief Executive 020 7293
Vijay Vaghela, Group Finance Director 3553
Brunswick
020 7404
Mike Smith, Partner 5959
Jon Drage, Director
This information is provided by RNS
The company news service from the London Stock Exchange
END
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