Employee Share Schemes; Director/PDMR shareholding
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| FOR RELEASE ON | 26 APRIL 2024 |
IP Group plc - Employee Share Schemes; Director/PDMR shareholding
IP Group plc (LSE: IPO) ("IP Group" or "the Group" or "the Company"), which invests in breakthrough science and innovation companies with the potential to create a better future for all, announces the following in connection with its employee share schemes.
The below information relates to the release of shares arising from 2019 LTIPs that originally vested in 2022 and annual bonuses for the 2021 and 2022 financial years that were deferred into shares. In line with policy, the Group's executive directors have retained all resulting shares other than those necessarily sold to meet their immediate tax liabilities.
Deferred Bonus release
On 23 April 2024, the Group's executive directors and two other persons discharging managerial responsibilities ("PDMRs") received a total of 387,266 ordinary shares of two pence each ("Shares"), resulting from the partial deferral of annual bonuses for the 2021 and 2022 financial years. On the same date, other Group employees received a total of 1,256,629 Shares resulting from the partial deferral of bonuses from the same period. The number of Shares assigned to each individual was adjusted to account for dividends paid by the Company during the relevant vesting periods. The delivery of such Shares was satisfied through the transfer of 1,643,895 Shares which the Group held in treasury.
On 23 April 2024, the Group's executive directors and two other PDMRs received a total of 782,411 Shares, resulting from the release of LTIP Awards made in 2019 and which had vested in March 2022 subject to a two year holding period. On the same date, other Group employees received a total of 2,055,183 Shares, resulting from the release of the same awards. The number of Shares assigned to each individual was adjusted to account for dividends paid by the Company during the vesting and holding periods of such awards. The delivery of such Shares was satisfied through the transfer of 2,837,594 Shares which the Group held in treasury.
For both of the above share releases, the Group's executive directors have retained all of their Shares other than those that were necessarily sold to meet their tax liabilities. Their Shares retained will be held by the Group's employee benefit trust on behalf of, and as nominee for, the executive directors in order to facilitate the application of the Group's Post Cessation Shareholding Policy.
Deferral of annual bonuses relating to 2023 financial year
The below information relates to the deferral of a proportion of annual bonuses for the 2023 financial year, until 2025 and 2026, in line with policy.
Deferred Bonus Awards
On 23 April 2024, IP Group granted conditional share awards over Shares to certain PDMRs under the Group's Share Plan. The grants reflect the deferral of fifty per cent of each person's award above £25,000 under the Group's Annual Incentive Scheme in respect of the Group's performance for the financial year ended 31 December 2023. The following table sets out details of the awards made to the PDMRs:
| Name of Director/PDMR | Structure of award | Number of options granted | Total number of options currently held |
|---|---|---|---|
| Greg Smith | Conditional Share Award | 81,964 | 121,291 |
| David Baynes | Conditional Share Award | 47,924 | 71,628 |
| Mark Reilly | Conditional Share Award | 93,938 | 133,944 |
| Sam Williams | Conditional Share Award | 60,340 | 80,387 |
| Total | 284,166 | 407,250 |
Awards over a further 1,294,268 Shares were made to certain other of the Group's employees. As at the date of this announcement, a total of 2,138,580 Deferred Bonus awards over Shares remain outstanding under the IP Group Share Plan.
No consideration was paid for the grant of the awards and no consideration is due upon their release. Fifty per cent of the Deferred Bonus awards will be released on 31 March 2025 and fifty per cent on 31 March 2026, with each release generally subject to continued employment.
Long-term remuneration relating to 2024 and future financial years
The below information relates to long-term restricted share awards for the 2024 financial year and beyond, in line with policy.
Restricted Share Awards
On 23 April 2024, IP Group made restricted share awards under the Group's Share Plan ("Restricted Share Awards") of 8,833,966 Shares to its executive directors, other PDMRs and certain other employees.
Vesting of these Restricted Share Awards will take place over a three-year period commencing on 1 April 2024 and ending on 31 March 2027 (the "Vesting Period"). The vesting of the Awards will be subject to review by the Group's Remuneration Committee at the end of the Vesting Period of performance as against both a financial underpin based on adjusted NAV growth over the period of three financial years ending on 31 December 2026 and other qualitative performance measures (together the "Underpin Criteria").
The Restricted Share Awards made to the executive directors and other PDMRs are set out in the table below, and Restricted Share Awards over a further 4,733,362 Shares have been made to other of the Group's employees. The number of Shares stated is the maximum number that could vest at the end of the Vesting Period for each executive director or PDMR. If the Committee considers that any of the Underpin Criteria is not met as part of its review at the end of the Vesting Period or there is otherwise reason to adjust the awards in accordance with the rules of the Group's Share Plan, it will then consider whether it is appropriate to scale back the number of shares that vest.
The number of Awards made was calculated using the closing price on 22 April 2024 of 47.45p.
Subject to the Remuneration Committee's review of performance against the Underpin Criteria, the Restricted Share Awards will ordinarily vest on or around 31 March 2027. Any Restricted Share Awards which vest will ordinarily be subject to a post-vesting holding period of two years. Shares will be issued in connection with any vested Restricted Share Awards at the end of this holding period.
A copy of the Group's Share Plan can be found at:
| Executive Director/PDMR | Maximum number of Shares conditionally awarded in respect of 2024 RSP |
|---|---|
| Greg Smith | 2,393,256 |
| David Baynes | 1,094,177 |
| Mark Reilly | 330,558 |
| Sam Williams | 282,613 |
| Total | 4,100,604 |
Shares in issue
As at 25 April, the Company had 1,063,188,005 Shares in issue of which 31,463,584 Shares were held in treasury.
The following information is being disclosed pursuant to the requirements of MAR.
DBSP Exercise/Release
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Greg Smith David Baynes Sam Williams Mark Reilly |
| 2 | Reason for the notification | |
| a) | Position/status | Director Chief Executive Officer Director Chief Operating and Financial Officer PDMR Managing Partner, Life Sciences PDMR Managing Partner, Technology |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | IP Group plc |
| b) | Legal Entity Identifier | 213800HG22UM138WFG43 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 |
| b) | Nature of the transaction | Exercise of options in connection with the 2022 DBSP and release of the 2023 Deferred Bonus Awards |
| c) | Currency | GBP |
| d) | Price(s) and volume(s) | Name(s) Price(s) Volume(s) Greg Smith Nil Cost Option 91,377 Greg Smith Conditional Share Award 40,202 David Baynes Nil Cost Option 78,257 David Baynes Conditional Share Award 24,231 Sam Williams Nil Cost Option 42,713 Sam Williams Conditional Share Award 20,493 Mark Reilly Nil Cost Option 49,130 Mark Reilly Conditional Share Award 40,863 |
| e) | Aggregated information -Aggregated volume - Price - Aggregated total | 387,266 48.3p £187,049.48 |
| f) | Date of the transaction | 23 April 2024 |
| g) | Place of the transaction | London Stock Exchange, Main Market |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Greg Smith David Baynes Sam Williams Mark Reilly |
| 2 | Reason for the notification | |
| a) | Position/status | Director Chief Executive Officer Director Chief Operating and Financial Officer PDMR Managing Partner, Life Sciences PDMR Managing Partner, Technology |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | IP Group plc |
| b) | Legal Entity Identifier | 213800HG22UM138WFG43 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 |
| b) | Nature of the transaction | Sale |
| c) | Currency | GBP |
| d) | Price(s) and volume(s) | Name(s) Price(s) Volume(s) Greg Smith 47.7337p 61,842 David Baynes 47.7337p 48,169 Sam Williams 47.7337p 29,707 Mark Reilly 47.7337p 66,145 |
| e) | Aggregated information -Aggregated volume - Price - Aggregated total | 205,863 47.7337p £98,266.03 |
| f) | Date of the transaction | 26 April 2024 |
| g) | Place of the transaction | London Stock Exchange, Main Market |
| LTIP Release | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Greg Smith David Baynes Sam Williams Mark Reilly |
| 2 | Reason for the notification | |
| a) | Position/status | Director Chief Executive Officer Director Chief Operating and Financial Officer PDMR Managing Partner, Life Sciences PDMR Managing Partner, Technology |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | IP Group plc |
| b) | Legal Entity Identifier | 213800HG22UM138WFG43 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 |
| b) | Nature of the transaction | Release of the 2019 LTIP |
| c) | Currency | GBP |
| d) | Price(s) and volume(s) | Name(s) Price(s) Volume(s) Greg Smith Conditional Share Award 303,676 David Baynes Conditional Share Award 303,676 Sam Williams Conditional Share Award 121,470 Mark Reilly Conditional Share Award 53,589 |
| e) | Aggregated information -Aggregated volume - Price - Aggregated total | 782,411 48.3p £377,904.51 |
| f) | Date of the transaction | 23 April 2024 |
| g) | Place of the transaction | London Stock Exchange, Main Market |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Greg Smith David Baynes Sam Williams Mark Reilly |
| 2 | Reason for the notification | |
| a) | Position/status | Director Chief Executive Officer Director Chief Operating and Financial Officer PDMR Managing Partner, Life Sciences PDMR Managing Partner, Technology |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | IP Group plc |
| b) | Legal Entity Identifier | 213800HG22UM138WFG43 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 |
| b) | Nature of the transaction | Sale |
| c) | Currency | GBP |
| d) | Price(s) and volume(s) | Name(s) Price(s) Volume(s) Greg Smith 47.7337p 142,728 David Baynes 47.7337p 142,728 Sam Williams 47.7337p 57,091 Mark Reilly 47.7337p 53,589 |
| e) | Aggregated information -Aggregated volume - Price - Aggregated total | 396,136 47.7337p £189,090.37 |
| f) | Date of the transaction | 26 April 2024 |
| g) | Place of the transaction | London Stock Exchange, Main Market |
| DBSP Awards | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Greg Smith David Baynes Sam Williams Mark Reilly |
| 2 | Reason for the notification | |
| a) | Position/status | Director Chief Executive Officer Director Chief Operating and Financial Officer PDMR Managing Partner, Life Sciences PDMR Managing Partner, Technology |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | IP Group plc |
| b) | Legal Entity Identifier | 213800HG22UM138WFG43 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 |
| b) | Nature of the transaction | Grant of conditional share awards under the IP Group plc DBSP |
| c) | Currency | GBP |
| d) | Price(s) and volume(s) | Name(s) Price(s) Volume(s) Greg Smith Nil 81,964 David Baynes Nil 47,924 Sam Williams Nil 60,340 Mark Reilly Nil 93,938 |
| e) | Aggregated information -Aggregated volume - Price - Aggregated total | Aggregated Number of Shares conditionally awarded under the DBSP to Directors and PDMRs on 23 April 2024: Price: £ nil 284,166 |
| f) | Date of the transaction | 23 April 2024 |
| g) | Place of the transaction | Outside a trading venue |
| RSP Awards | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Greg Smith David Baynes Mark Reilly Sam Williams |
| 2 | Reason for the notification | |
| a) | Position/status | Director Chief Executive Officer Director Chief Operating and Financial Officer PDMR Managing Partner, Life Sciences PDMR Managing Partner, Technology |
| Initial notification /Amendment | Initial Notification | |
| a) | Name | IP Group plc |
| b) | Legal Entity Identifier | 213800HG22UM138WFG43 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 |
| b) | Nature of the transaction | Conditional award of Shares under the IP Group plc RSP |
| c) | Currency | GBP |
| d) | Price(s) and volume(s) | Name(s) Price(s) Volume(s) Greg Smith Nil 2,393,256 David Baynes Nil 1,094,177 Mark Reilly Nil 330,558 Sam Williams Nil 282,613 |
| e) | Aggregated information -Aggregated volume - Price - Aggregated total | Aggregated Number of Shares conditionally awarded under the RSP to Directors and PDMRs on 23 April 2024: Price: £ nil 4,100,604 |
| f) | Date of the transaction | 23 April 2024 |
| g) | Place of the transaction | Outside a trading venue |
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