Award of Options and ESOP Trust Transactions
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Wynnstay, the agricultural and specialist merchanting group, announces the award of options ("Options") on 1 February 2024 over ordinary shares of 25p each in the Company ("Ordinary Shares"), approved under the terms of the established Wynnstay Performance Share Plan (the "Plan").
The Options offer the recipients the entitlement to acquire a maximum number of Ordinary Shares ("Award Shares") on or after 31 October 2026 at nil cost, subject to the Company achieving the following minimum reported performance criteria:
| 1 . | 75% of the Award Shares will vest if the Company's Earnings Per Share ("EPS") grows at an annual rate exceeding the rate of growth of the Retail Price Index ("RPI") plus 8%. Where this growth is not met, provided EPS grows at an annual rate of at least RPI plus 1%, 30% of the Award Shares tested under the EPS target will vest. Between these criteria, the Award Shares will vest on a straight-line basis. |
| 2 . | 25% of the Award Shares will vest if the Company's Return on Capital Employed ("ROCE") is 12.6% for the financial year ending 31 October 2026. Where this target is not met, provided a minimum ROCE employed of 10% is met, the Award Shares will vest between these two criteria on a straight-line basis. |
The total number of Award Shares over which Options have been granted amounts to 285,036 including 146,210 granted to Persons Discharging Managerial responsibility (PDMR), as follows:
| Name | Title | Maximum number of Award Shares |
|---|---|---|
| Gareth Davies | Chief Executive Officer | 86,426 |
| Rob Thomas Claire Williams | Group Finance Director Company Secretary | 49,352 10,432 |
ESOP Trust Transactions
On 1 February 2024, the Company's ESOP Trust issued 6,974 and 3,664 Ordinary Shares to Gareth Davies, CEO and Claire Williams, Company Secretary, respectively in relation to the Plan.
Following these transactions, Gareth Davies, Chief Executive Officer, has a total beneficial interest in 57,117 Ordinary Shares, representing 0.25% of the issued share capital of the Company, and Claire Williams, Company Secretary, has a total beneficial interest in 6,922 Ordinary Shares, representing 0.03% of the issued share capital of the Company.
In addition on 1 February 2024, the Company's ESOP Trust issued a further 20,532 Ordinary Shares for nil consideration to certain employees, who were recipients of the 2020 PSP
Following these transactions, the Company's ESOP Trust has a total interest in 95,852 Ordinary Shares, representing 0.42% of the issued share capital of the Company.
Following these transactions and for the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules, the total number of Ordinary Shares in issue will be 22,980,232 with each share carrying the right to one vote. There are no shares held in treasury. Therefore, the total number of voting rights in the Company at Admission will be 22,980,232.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Gareth Wynn Davies | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Wynnstay Group plc | ||||
| b) | LEI | 213800TOLA726AITR960 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 25 pence each in the Company GB0034212331 | ||||
| b) | Nature of the transaction | Award of Options under the Company's Performance Share Plan | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 86,426 Ordinary Shares | ||||
| d) | Aggregated information - Aggregated volume - Price | N/A (single transactions) | ||||
| e) | Date of the transactions | 01/02/2024 | ||||
| f) | Place of the transaction | Outside of a trading venue. | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Rob Thomas | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Group Finance Director | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Wynnstay Group plc | ||||
| b) | LEI | 213800TOLA726AITR960 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 25 pence each in the Company GB0034212331 | ||||
| b) | Nature of the transaction | Award of Options under the Company's Performance Share Plan | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 49,352 Ordinary Shares | ||||
| d) | Aggregated information - Aggregated volume - Price | N/A (single transactions) | ||||
| e) | Date of the transactions | 01/02/2024 | ||||
| f) | Place of the transaction | Outside of a trading venue. | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Claire Alexander Williams | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Company Secretary | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Wynnstay Group plc | ||||
| b) | LEI | 213800TOLA726AITR960 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 25 pence each in the Company GB0034212331 | ||||
| b) | Nature of the transaction | Award of Options under the Company's Performance Share Plan | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 10,432 Ordinary Shares | ||||
| d) | Aggregated information - Aggregated volume - Price | N/A (single transactions) | ||||
| e) | Date of the transactions | 01/02/2024 | ||||
| f) | Place of the transaction | Outside of a trading venue. | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Gareth Wynn Davies | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Wynnstay Group plc | ||||
| b) | LEI | 213800TOLA726AITR960 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 25 pence each in the Company GB0034212331 | ||||
| b) | Nature of the transaction | (1) Exercise of Options to receive Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A (single transactions) | ||||
| e) | Date of the transactions | 01/02/2024 | ||||
| f) | Place of the transaction | (1) Outside of a trading venue. | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Claire Alexander Williams | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Company Secretary | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Wynnstay Group plc | ||||
| b) | LEI | 213800TOLA726AITR960 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 25 pence each in the Company GB0034212331 | ||||
| b) | Nature of the transaction | (1) Exercise of Options to receive Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A (single transactions) | ||||
| e) | Date of the transactions | 01/02/2024 | ||||
| f) | Place of the transactions | (1) Outside of a trading venue. | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Wynnstay ESOP Trust (the "ESOP") | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Gareth Davies and Rob Thomas, both directors of the Company, are trustees of the ESOP | ||||
| b) | Initial notification /Amendment | Initial notification | ||||
| a) | Name | Wynnstay Group plc | ||||
| b) | LEI | 213800TOLA726AITR960 | ||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 25 pence each in the Company GB0034212331 | ||||
| b) | Nature of the transaction | (1) Fulfilment of PSP options for Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price | N/A single transactions | ||||
| e) | Date of the transactions | (1) 01/02/2024 (2) | ||||
| f) | Place of the transactions | (1) Outside of a trading venue. |
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