TIDMGNC
RNS Number : 5479P
Greencore Group PLC
08 February 2019
Notification of Transactions of (1) Persons Discharging
Managerial Responsibility and (2) Persons closely associated with
Persons Discharging Managerial Responsibility
This form is intended for use by an issuer making a notification
required by Rules 7.2 and 7.3 of the Central Bank of Ireland's
Market Abuse Rules in relation to a person falling within either of
the above categories of individual. These categories are defined in
Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC)
Regulations 2005 and are detailed as part of this form.
All relevant boxes should be completed in block capital
letters.
Name of the Issuer
Greencore Group plc Name of person discharging managerial
responsibilities
1 LEI: 635400GGBEWULJXM5868 2 Mr Patrick Coveney
3 State whether notification 4 Indicate whether the notification
relates to a person closely is in respect of a holding of
associated with a person the person referred to in 2 or
discharging managerial responsibilities 3 above or in respect of a non-beneficial
named in 2 and identify the interest
connected person
Notification relates to Executive Notification is in respect of
Director named in 2 a non-beneficial interest
----------------------------------------- --- ---------------------------------------------------
Name of registered shareholder(s)
and, if more than one, number
Description of shares or of shares or derivatives or other
derivatives or other financial financial instruments linked to
instruments linked to them them, held by each shareholder
Ordinary Shares of GBP0.01 No shares are currently held for
each the purpose of satisfying any
vesting of the award which is
5 ISIN: IE0003864109 6 subject to this notification.
----------------------------------------- --- ---------------------------------------------------
State the nature of the transaction
An award in respect of 754,430
Ordinary Shares of GBP0.01
each in Greencore Group plc
under the Greencore Group
plc 2013 Performance Share
Plan ("the Plan").
Vesting of these awards will
be subject to Adjusted EPS,
ROIC and TSR performance
targets measured over the
period FY18 to FY21 and as
set out in Appendix (i).
Except otherwise specified
in the Rules of the Plan,
ownership of the shares will
transfer to Mr. Patrick Coveney
in three years' time without
payment and subject to his
continued employment by Greencore
Group plc. Once vested, the
shares are subject to a mandatory
two year holding period. Number of shares, derivatives
Vested awards may not be or other financial instruments
sold during the holding period linked to them acquired
7 except to cover tax liabilities. 8 754,430 Ordinary Shares
----------------------------------------- --- ---------------------------------------------------
9 Number of shares, derivatives 10 Price per share or derivative
or other financial instruments or other financial instrument
linked to them disposed of linked to them or value of transaction
N/A GBP1.9572 per Ordinary Share
----------------------------------------- --- ---------------------------------------------------
Date and place of transaction Date issuer informed of transaction
11 Jersey , 08 February 2019 12 08 February 2019
----------------------------------------- --- ---------------------------------------------------
Name of contact and telephone
number for queries
Any additional information Jolene Gacquin
13 N/A 14 01 4863309
----------------------------------------- --- ---------------------------------------------------
Name and signature of duly designated officer of issuer responsible
for making notification
Jolene Gacquin
Date of notification 08 February 2019
--- ---------------------------------------------------------------------------------------------------
Regulation 12(8) of the Market Abuse (Directive 2003/6/EC)
Regulations 2005 ('the Regulations') provides that:
"person discharging managerial responsibilities", in relation to
an issuer of financial instruments, means a person who is -
(a) a member of the administrative, management or supervisory bodies of the issuer, or
(b) a senior executive -
(i) who is not a member of the bodies referred to in paragraph (a) of this definition,
(ii) having regular access to inside information relating,
directly or indirectly, to the issuer, and
(iii) having the power to make managerial decisions affecting
the future developments and business prospects of the issuer.
"person closely associated", in relation to a person discharging
managerial responsibilities within an issuer of financial
instruments, means -
(a) the spouse of the person discharging managerial responsibilities,
(b) dependent children of the person discharging managerial responsibilities,
(c) other relatives of the person discharging managerial
responsibilities, who have shared the same household as that person
for at least one year on the date of the transaction concerned,
(d) any person -
(i) the managerial responsibilities of which are discharged by a person -
(i) discharging managerial responsibilities within the issuer, or
(ii) referred to in paragraph (a), (b) or (c) of this definition,
(ii) that is directly or indirectly controlled by a person
referred to in subparagraph (i) of paragraph (d) of this
definition,
(iii) that is set up for the benefit of a person referred to in
subparagraph (i) of paragraph (d) of this definition, or
(iv) the economic interests of which are substantially
equivalent to those of a person referred to in subparagraph (i) of
paragraph (d) of this definition;
Appendix (i)
As set out in the 2018 Annual Report, in light of the disposal
of the entire US business, the Remuneration Committee was not in a
position to confirm performance targets for the FY19 PSP awards in
December 2018. The EPS, ROIC and relative TSR targets (and peer
group) have been finalised and are set out below. The targets are
felt to be appropriately stretching and represent a similar level
of difficulty to those applied historically.
Measure Weighting Performance of targets
(% of award)
Adjusted EPS growth 1/3(rd) Below 5% p.a. 0% vesting;
(3-year CAGR, FY18-FY21) 5% p.a. 25% vesting;
15% p.a. 100% vesting
(straight line vesting application
between 5% and 15% p.a.)
-------------- ----------------------------------------
FY21 ROIC 1/3(rd) Below 14% 0% vesting
14%. 25% vesting
16% 100% vesting
(straight line vesting application
between 14% and 16%)
-------------- ----------------------------------------
Relative TSR versus a bespoke 1/3(rd) Below median: 0% vesting
group of sector peers as Median: 25% vesting
follows: Upper quartile: 100% vesting
(Straight-line vesting applies between
Dairy Crest median and upper quartile)
Cranswick
Hilton Food
SSP Group
Greggs
AG Barr
Britvic
ARYZTA
Kerry Group
Total Produce
Glanbia
Greenyard Foods
Premier Foods
Devro
-------------- ----------------------------------------
Notification of Transactions of (1) Persons Discharging
Managerial Responsibility and (2) Persons closely associated with
Persons Discharging Managerial Responsibility
This form is intended for use by an issuer making a notification
required by Rules 7.2 and 7.3 of the Central Bank of Ireland's
Market Abuse Rules in relation to a person falling within either of
the above categories of individual. These categories are defined in
Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC)
Regulations 2005 and are detailed as part of this form.
All relevant boxes should be completed in block capital
letters.
Name of the Issuer
Greencore Group plc Name of person discharging managerial
responsibilities
1 LEI: 635400GGBEWULJXM5868 2 Mr Eoin Tonge
3 State whether notification 4 Indicate whether the notification
relates to a person closely is in respect of a holding of
associated with a person the person referred to in 2 or
discharging managerial responsibilities 3 above or in respect of a non-beneficial
named in 2 and identify the interest
connected person
Notification relates to Executive Notification is in respect of
Director named in 2 a non-beneficial interest
----------------------------------------- --- ---------------------------------------------------
Name of registered shareholder(s)
and, if more than one, number
Description of shares or of shares or derivatives or other
derivatives or other financial financial instruments linked to
instruments linked to them them, held by each shareholder
Ordinary Shares of GBP0.01 No shares are currently held for
each the purpose of satisfying any
vesting of the award which is
5 ISIN: IE0003864109 6 subject to this notification.
----------------------------------------- --- ---------------------------------------------------
State the nature of the transaction
An award in respect of 320,508
Ordinary Shares of GBP0.01
each in Greencore Group plc
under the Greencore Group
plc 2013 Performance Share
Plan ("the Plan").
Vesting of these awards will
be subject to Adjusted EPS,
ROIC and TSR performance
targets measured over the
period FY18 to FY21 and as
set out in Appendix (i).
Except otherwise specified
in the Rules of the Plan,
ownership of the shares will
transfer to Mr. Eoin Tonge
in three years' time without
payment and subject to his
continued employment by Greencore
Group plc. Once vested, the
shares are subject to a mandatory
two year holding period. Number of shares, derivatives
Vested awards may not be or other financial instruments
sold during the holding period linked to them acquired
7 except to cover tax liabilities. 8 320,508 Ordinary Shares
----------------------------------------- --- ---------------------------------------------------
9 Number of shares, derivatives 10 Price per share or derivative
or other financial instruments or other financial instrument
linked to them disposed of linked to them or value of transaction
N/A GBP1.9572 per Ordinary Share
----------------------------------------- --- ---------------------------------------------------
Date and place of transaction Date issuer informed of transaction
11 Jersey , 08 February 2019 12 08 February 2019
----------------------------------------- --- ---------------------------------------------------
Name of contact and telephone
number for queries
Any additional information Jolene Gacquin
13 N/A 14 01 4863309
----------------------------------------- --- ---------------------------------------------------
Name and signature of duly designated officer of issuer responsible
for making notification
Jolene Gacquin
Date of notification 08 February 2019
--- ---------------------------------------------------------------------------------------------------
Regulation 12(8) of the Market Abuse (Directive 2003/6/EC)
Regulations 2005 ('the Regulations') provides that:
"person discharging managerial responsibilities", in relation to
an issuer of financial instruments, means a person who is -
(a) a member of the administrative, management or supervisory bodies of the issuer, or
(b) a senior executive -
(i) who is not a member of the bodies referred to in paragraph (a) of this definition,
(ii) having regular access to inside information relating,
directly or indirectly, to the issuer, and
(iii) having the power to make managerial decisions affecting
the future developments and business prospects of the issuer.
"person closely associated", in relation to a person discharging
managerial responsibilities within an issuer of financial
instruments, means -
(a) the spouse of the person discharging managerial responsibilities,
(b) dependent children of the person discharging managerial responsibilities,
(c) other relatives of the person discharging managerial
responsibilities, who have shared the same household as that person
for at least one year on the date of the transaction concerned,
(d) any person -
(i) the managerial responsibilities of which are discharged by a person -
(i) discharging managerial responsibilities within the issuer, or
(ii) referred to in paragraph (a), (b) or (c) of this definition,
(ii) that is directly or indirectly controlled by a person
referred to in subparagraph (i) of paragraph (d) of this
definition,
(iii) that is set up for the benefit of a person referred to in
subparagraph (i) of paragraph (d) of this definition, or
(iv) the economic interests of which are substantially
equivalent to those of a person referred to in subparagraph (i) of
paragraph (d) of this definition;
Appendix (i)
As set out in the 2018 Annual Report, in light of the disposal
of the entire US business, the Remuneration Committee was not in a
position to confirm performance targets for the FY19 PSP awards in
December 2018. The EPS, ROIC and relative TSR targets (and peer
group) have been finalised and are set out below. The targets are
felt to be appropriately stretching and represent a similar level
of difficulty to those applied historically.
Measure Weighting Performance of targets
(% of award)
Adjusted EPS growth 1/3(rd) Below 5% p.a. 0% vesting;
(3-year CAGR, FY18-FY21) 5% p.a. 25% vesting;
15% p.a. 100% vesting
(straight line vesting application
between 5% and 15% p.a.)
-------------- ----------------------------------------
FY21 ROIC 1/3(rd) Below 14% 0% vesting
14%. 25% vesting
16% 100% vesting
(straight line vesting application
between 14% and 16%)
-------------- ----------------------------------------
Relative TSR versus a bespoke 1/3(rd) Below median: 0% vesting
group of sector peers as Median: 25% vesting
follows: Upper quartile: 100% vesting
(Straight-line vesting applies between
Dairy Crest median and upper quartile)
Cranswick
Hilton Food
SSP Group
Greggs
AG Barr
Britvic
ARYZTA
Kerry Group
Total Produce
Glanbia
Greenyard Foods
Premier Foods
Devro
-------------- ----------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DSHEVLFBKLFZBBV
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February 08, 2019 10:52 ET (15:52 GMT)
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