Director/PDMR Shareholding
Coats Group plc announced the grant of nil-cost share options to Executive Director and CFO Hannah Nichols, totaling 2,332,769 shares. These options are intended to compensate for forfeited awards from previous employment and are subject to performance conditions related to Earnings Per Share Compound Annual Growth, Average Cash Conversion, Total Shareholder Return, and Sustainability goals over the 2025-2027 performance period. The grant was made outside a trading venue on December 16, 2025.
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| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Hannah Nichols | |
| 2 | Reason for the notification | ||
| a) | Position/status | Executive Director (CFO) | |
| b) | Initial notification/Amendment | Initial notification | |
| a) | Name | Coats Group plc | |
| b) | LEI | 2138003SPYWGAITNFY17 | |
| a) | Description of the financial instrument, type of instrument Identification code | Nil-cost option to acquire ordinary shares of £0.05 per share nominal value GB00B4YZN328 | |
| b) | Nature of the transaction | 1) Grant of standalone nil cost share option over 862,643 shares to compensate for a 2023 award forfeited as a result of Hannah Nichols leaving her previous employment and joining Coats Group plc., which is subject to the performance condition(s) set out in the Hill & Smith 2023 and 2024 Annual Reports 2) Grant of standalone nil cost share option over 771,229 shares to compensate for a 2024 award forfeited as a result of Hannah Nichols leaving her previous employment and joining Coats Group plc., which is subject to the performance condition(s) set out in the Hill & Smith 2023 and 2024 Annual Reports 3) Grant of nil cost share option over 698,897 shares under the terms of the Coats Group plc Long Term Incentive Plan ("LTIP") which is subject to the performance conditions set out in Appendix to this notification | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 862,643 | ||
| Nil | 771,229 | ||
| Nil | 698,897 | ||
| d) | Aggregated information · - Aggregated volume · - Price | 2,332,769 n/a | |
| e) | Date of the transaction | 2025-12-16 | |
| f) | Place of the transaction | Outside a trading venue | |
| Enquiry details | |||
| Investors | Chris Dyett | Coats Group plc | +44 (0)797 497 4690 |
| Media | Nick Hasell Victoria Hayns | FTI Consulting | +44 (0) 20 3727 1340 |
Appendix - Performance Conditions applying to the nil cost share option granted under the LTIP (as set out in 4(b)(3) above)
Introduction
The following schedule sets out the performance conditions that will apply to the 2025 Coats Group PLC Long Term Incentive award. The performance period is 1 January 2025 to 31 December 2027.
Performance Measures & Weighting
The award has four performance measures and is weighted as set out below.
| Measure | Weighting (% of total award) | Definition 1 |
|---|---|---|
| Coats Group plc Earnings Per Share Compound Annual Growth (CAGR) | 30% | The Compound Annual Growth (CAGR) in EPS achieved in the performance period. The Board will consider the CAGR in Normalised EPS which is EPS, adjusted to exclude exceptional items such as property gains or losses and the impact of IAS19 charges (pensions finance) . |
| Average Cash Conversion over 3-years (Cash) | 20% | The average of the adjusted Free Cash Flow divided by normalised Attributable Profit for each of the three years in the performance period. The adjusted Free Cash Flow is after maintaining the company's asset base ie operating cash flow minus capital expenditures, adjusted for exceptional items such as property gains or losses. |
| Total Shareholder Return | 25% | The total returns to shareholders which includes share price growth and ordinary dividend payments. The performance condition is measured against a comparator group consisting of the FTSE250 minus investment trusts. |
| Sustainability | 25% | Achievement of 3 independent equally weighted Sustainability goals. |
| TOTAL | 100% |
- Subject to such adjustments as required by the Committee to ensure the performance condition fulfils its original intent.
Performance Targets and Vesting Schedule
| EPS CAGR (adjusted if necessary) | Threshold | Maximum |
|---|---|---|
| EPS CAGR in the period from 2025-2027. Measured from the 2024 base year | 4% | 12% |
| Vesting (The proportion of the award for this measure that vests) | 25% | 100% |
| Average Cash Conversion | Threshold | Maximum |
| Average Cash Conversion over the period 2025 to 2027 | 70% | 90% |
| Vesting (The proportion of the award for this measure that vests) | 25% | 100% |
| Total Shareholder Return | Threshold | Maximum |
| Ranking Position vs FTSE250 (excluding investment trusts) | Median | Upper Quartile |
| Vesting (The proportion of the award for this measure that vests) | 25% | 100% |
| Sustainability | Threshold | Maximum |
| Absolute reduction in Scope 1&2 emissions in tonnes from 2019 baseline | 55% | 65% |
| Absolute reduction in Scope 3 emissions in tonnes from 2019 baseline | 22% | 26% |
| Percentage of females in senior leadership roles | 33% | 37% |
| Vesting (The proportion of the award for this measure that vests) | 25% | 100% |
There is a proportionate straight-line vesting for performance between each of the targets shown above.
The range of performance targets have been set with reference to internal planning and external market expectations for the Company's future performance and are considered similarly challenging to the targets set in prior years allowing for current market conditions. The Committee would consider appropriate adjustments to the financial performance targets to extent the Company undertook material acquisitions or divestments, or share buybacks, during the period from 1 January 2025 to 31 December 2027.
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