10 April 2024
JTC PLC
(the "Company" and together
with its subsidiaries "JTC" or the "Group")
Vesting and Grant of Share
Plan Awards /
Director and PDMR Share
Dealing
2021 PSP Awards Vesting
Further to the announcement of the
Company's full year results for the year ended 31 December 2023 and
following approval by the Remuneration Committee, JTC confirms the
vesting of awards of Ordinary shares of £0.01 each in the Company
("Ordinary Shares") granted to Directors and certain persons
discharging managerial responsibilities ("PDMRs") under JTC's
Performance Share Plan (the "PSP") (the "2021 PSP Awards"), as
follows:
|
Name of Director /
PDMR
|
Number of Shares
Vested
|
|
Nigel Le
Quesne
|
98,123
|
|
Martin
Fotheringham
|
71,489
|
|
Wendy
Holley
|
54,476
|
|
Iain
Johns
|
18,507
|
|
Richard
Ingle
|
7,553
|
Further details of the achievement
of the performance conditions applicable to the 2021 PSP Awards
will be provided in the Company's forthcoming Annual Report and
Accounts for the year ended 31 December 2023.
The 2021 PSP Awards are additionally
subject to a two-year holding period following the date of
vesting.
The notification set out below is
provided in accordance with the requirements of Article 19 of the
UK Market Abuse Regulation ("UK MAR").
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
1. Nigel Le
Quesne
2. Martin
Fotheringham
3. Wendy
Holley
4. Iain Johns
5. Richard
Ingle
|
|
2
|
Reason for the notification
|
|
a)
|
Position/Status:
|
1. Chief Executive
Officer
2. Chief Financial
Officer
3. Chief Operating
Officer
4. Group Head of Private
Client Services and PDMR
5. Chief Risk Officer
and PDMR
|
|
b)
|
Initial
Notification/Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market
participation, auction platform, auctioneer or auction
monitor
|
|
a)
|
Name:
|
JTC PLC
|
|
b)
|
LEI:
|
213800DVUG4KLF2ASK33
|
|
4.
|
Details of transaction(s); section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted.
|
|
a)
|
Description of the financial
instrument:
Identification code:
|
Ordinary shares of £0.01 each
JE00BF4X3P53
|
|
b)
|
Nature of the
transaction:
|
Vesting of awards granted under the
PSP
|
|
c)
|
Price(s) and volume(s):
|
Price(s)
|
Volume(s)
|
|
1. Nil
2. Nil
3. Nil
4. Nil
5. Nil
|
1. 98,123
2. 71,489
3. 54,476
4. 18,507
5. 7,553
|
|
d)
|
Aggregated volume:
Price:
|
N/A
|
|
e)
|
Date of the Transaction:
|
9 April 2024
|
|
f)
|
Place of the Transaction:
|
Outside a trading venue
|
Grant of Conditional 2024 PSP Awards
In accordance with the requirements
of Market Abuse Regulation Article 19, JTC announces that it has
made PSP Awards over Ordinary Shares to certain of its Directors
and PDMRs (the "2024 PSP Awards") as described below.
The 2024 PSP awards have been
granted subject to Shareholders' approval of the proposed
Directors' Remuneration Policy at the forthcoming Annual General
Meeting of the Company on 21st May 2024 (the
"AGM"). If the proposed Directors' Remuneration Policy is not
approved by the requisite majority of votes at the AGM, the 2024
PSP Awards will lapse.
|
Name of Director /
PDMR
|
Number of Conditional Shares
Awarded
|
|
Nigel Le
Quesne
|
127,265
|
|
Martin
Fotheringham
|
79,722
|
|
Wendy
Holley
|
61,799
|
|
Iain
Johns
|
42,001
|
|
Dean
Blackburn
|
42,001
|
|
Richard
Ingle
|
7,340
|
No consideration was paid for the
grant of the 2024 PSP Awards, which are structured as conditional
share awards in accordance with the PSP rules. Nigel Le Quesne,
Martin Fotheringham, and Wendy Holley's 2024 PSP Awards vest
dependent on the achievement of relative Total Shareholder Return
("TSR") and absolute Earnings Per Share ("EPS") performance
conditions measured over the three-year performance period, from
01.01.2024 to 31.12.2026.
Iain Johns, Dean Blackburn and
Richard Ingle's 2024 PSP Awards vest dependent on the achievement
of TSR, EPS and Group Business Plan performance conditions measured
over a three-year performance period, from 01.01.2024 to
31.12.2026.
To the extent that the Performance
Conditions are not satisfied, the relevant part of the 2024 PSP
Awards shall lapse.
In addition, the 2024 PSP Awards are
further subject to an underpin performance condition that the
extent of vesting reflects the overall performance of the Company
over the three-year performance period. When making this
determination the Committee will have full discretion to ensure
that the final outcome is warranted based on the performance of the
Company in the light of all relevant factors to ensure there have
been no windfall gains.
The 2024 PSP Awards are additionally
subject to a two-year holding period following the date of vesting
during which a dividend equivalent will accrue in the form of
additional shares to the extent the awards vest, as calculated on a
re-investment basis.
The 2024 PSP Awards, which are
subject to the Malus and Clawback conditions of the PSP, will
ordinarily vest on the date on which the Committee determines the
extent to which the performance conditions have been satisfied at
the end of the three-year performance period.
Further details of the conditions
applicable to the 2024 PSP Awards and the remuneration arrangements
for the Executive Directors are contained in Annual Report and
Accounts for the year ended 31 December 2023.
The notification set out below is
provided in accordance with the requirements of Article 19 of the
UK MAR.
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
1. Nigel Le
Quesne
2. Martin
Fotheringham
3. Wendy
Holley
4. Iain Johns
5. Dean
Blackburn
6. Richard
Ingle
|
|
2
|
Reason for the notification
|
|
a)
|
Position/Status:
|
1. Chief Executive
Officer
2. Chief Financial
Officer
3. Chief Operating
Officer
4. Group Head of Private
Client Services and PDMR
5. Group Head of
Institutional Client Services and PDMR
6. Chief Risk Officer
and PDMR
|
|
b)
|
Initial
Notification/Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market
participation, auction platform, auctioneer or auction
monitor
|
|
a)
|
Name:
|
JTC PLC
|
|
b)
|
LEI:
|
213800DVUG4KLF2ASK33
|
|
4.
|
Details of transaction(s); section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted.
|
|
a)
|
Description of the financial
instrument:
Identification code:
|
Ordinary shares of £0.01 each
JE00BF4X3P53
|
|
b)
|
Nature of the
transaction:
|
Grant of conditional share award
under the PSP
|
|
c)
|
Price(s) and volume(s):
|
Price(s)
|
Volume(s)
|
|
Nominal price of £0.01 per
share
|
1. 127,265
2. 79,722
3. 61,799
4. 42,001
5. 42,001
6. 7,340
|
|
d)
|
Aggregated volume:
Price:
|
N/A
|
|
e)
|
Date of the Transaction:
|
9 April 2024
|
|
f)
|
Place of the Transaction:
|
Outside trading venue
|
Deferred Bonus Share Plan Awards
The current Directors' Remuneration
Policy provides that for Executive Directors any bonus earned over
50% of salary is deferred into an award of shares under the
Company's Deferred Bonus Share Plan (the "DBSP").
Following the Renumeration
Committee's approval of the Executive Directors' 2023 Annual Bonus
outcomes, the Company announces that the following awards (the
"2024 DBSP Awards") were granted.
|
Name of Director /
PDMR
|
Number of Restricted Shares
Awarded
|
|
Nigel Le
Quesne
|
19,735
|
|
Martin
Fotheringham
|
14,129
|
|
Wendy
Holley
|
8,297
|
The 2024 DBSP Awards are awarded in
the form of restricted shares, i.e. shares issued to the Executive
Directors which are subject to restrictions on transfer and a risk
of forfeiture until they are released on 9 April 2027, being the
third anniversary of the award date. There are no further
performance conditions associated with these awards. This is the
first such grant of shares under the DBSP made to the Executive
Directors.
Further details of the
Executive Directors' 2023 Annual Bonus
outcomes and the remuneration arrangements
for the Executive Directors are contained in Annual Report and
Accounts for the year ended 31 December 2023.
The 2024 DBSP Awards will be
satisfied by the transfer of existing Ordinary Shares held by JTC
PLC EBT to each Participant.
The notification set out below is
provided in accordance with the requirements of Article 19 of the
UK MAR.
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
1. Nigel Le
Quesne
2. Martin
Fotheringham
3. Wendy
Holley
|
|
2
|
Reason for the notification
|
|
a)
|
Position/Status:
|
1. Chief Executive
Officer
2. Chief Financial
Officer
3. Chief Operating
Officer
|
|
b)
|
Initial
Notification/Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market
participation, auction platform, auctioneer or auction
monitor
|
|
a)
|
Name:
|
JTC PLC
|
|
b)
|
LEI:
|
213800DVUG4KLF2ASK33
|
|
4.
|
Details of transaction(s); section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted.
|
|
a)
|
Description of the financial
instrument:
Identification code:
|
Ordinary shares of £0.01 each
JE00BF4X3P53
|
|
b)
|
Nature of the
transaction:
|
Grant of restricted share award
under the DBSP
|
|
c)
|
Price(s) and volume(s):
|
Price(s)
|
Volume(s)
|
|
Nominal price of £0.01 per
share
|
1. 19,735
2. 14,129
3. 8,297
|
|
d)
|
Aggregated volume:
Price:
|
N/A
|
|
e)
|
Date of the Transaction:
|
9 April 2024
|
|
f)
|
Place of the Transaction:
|
Outside trading venue
|
Director and PDMR Share Sales
In line with policy, Martin
Fotheringham, Chief Financial Officer, and Dean Blackburn,
Group Head of Institutional Client
Services, were permitted to sell shares on
9 April 2024 to meet the estimated tax liabilities arising from
their JTC share awards.
The notification set out below is
provided in accordance with the requirements of Article 19 of the
UK MAR.
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name:
|
1. Martin
Fotheringham
2. Dean
Blackburn
|
|
2
|
Reason for the notification
|
|
a)
|
Position/Status:
|
1. Chief Executive
Officer
2. Group Head of
Institutional Client Services and PDMR
|
|
b)
|
Initial
Notification/Amendment:
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market
participation, auction platform, auctioneer or auction
monitor
|
|
a)
|
Name:
|
JTC PLC
|
|
b)
|
LEI:
|
213800DVUG4KLF2ASK33
|
|
4.
|
Details of transaction(s); section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted.
|
|
a)
|
Description of the financial
instrument:
Identification code:
|
Ordinary shares of £0.01 each
JE00BF4X3P53
|
|
b)
|
Nature of the
transaction:
|
Sale of vested shares to pay
tax
|
|
c)
|
Price(s) and volume(s):
|
Price(s)
|
Volume(s)
|
|
1. £8.39
2.1 £8.40
2.2 £8.35
2.3 £8.30
2.4 £8.25
|
1. 16,478
2.1. 2,000
2.2. 2,000
2.3. 3,000
2.4. 7,000
|
|
d)
|
Aggregated volume:
Price:
|
1. 16,478
2. 14,000
1. £8.393
2. £8.296
|
|
e)
|
Date of the Transaction:
|
9 April 2024
|
|
f)
|
Place of the Transaction:
|
London Stock Exchange
|
For further information please
contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
About JTC
JTC is a publicly listed, global
professional services business with deep expertise in fund,
corporate and private client services. Every JTC person is an owner
of the business and this fundamental part of our culture aligns us
with the best interests of all our stakeholders. Our purpose is to
maximize potential and our success is built on service excellence,
long-term relationships and technology capabilities that drive
efficiency and add value.
www.jtcgroup.com