REG - Marston's Plc - Director/PDMR Shareholding

Marston'sAnnouncement

05/03/2024 16:30

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RNS Number : 6993F  Marston's PLC  05 March 2024

5 March 2024

 

Notification of interests of directors and persons discharging managerial
responsibilities

 

Marston's PLC (the "Company") announces that on 4 March 2024 the Directors
listed below were granted awards over ordinary shares in the Company under the
Company's Long Term Incentive Plan (the "Plan").

 

The number of shares over which awards were granted was calculated using the
market price at the close of trading on the London Stock Exchange on 4 March
2024, being £0.2925 per ordinary share, save for the award granted to
Hayleigh Lupino, where a notional share price of 33p was used to reflect the
Remuneration Committee's decision to grant her an award over shares worth 125%
of her base salary when the share price was 33p (which has decreased since
that decision).

 

Awards under the Plan comprise two elements:

 

(i)         a nil-cost option (a "Nil-Cost Option"), and

 

(ii)        a CSOP Option over shares with a total value at the date of
grant of £60,000 (the statutory limit) with an exercise price of £0.2925 per
share (a "CSOP Option").

 

Performance Metrics

 

Nil-Cost Options will vest to the extent performance conditions are satisfied
as set out below:

 

 Measure                                                              Weighting  Threshold (25% vest)  Maximum (100% vest)
 Underlying PBT in 2026(1)                                            20%        £75m                  £95m
 Net cash flow(2) (2024, 2025 and 2026 aggregate)                     40%        £150m                 £180m
 Operating Margin in 2026                                             20%        16.3%                 18.3%
 Relative Total Shareholder Return (TSR) (measured over FY2023/24 to  20%        Median                Upper quartile
 FY2025/2026)

1. Underlying PBT: exclusive of income from associates.

2. Net cash inflow/(outflow) as per the Net Debt note to the financial
statements.

3. Straight-line vesting applies between Threshold and Maximum.

 

To the extent the performance metrics are met, a Nil-Cost Option will be
released following the end of a further two-year holding period.

 

Linking Arrangement between Nil-Cost Option and CSOP Option

 

The options have been granted such that the maximum pre-tax value delivered to
the participant will not exceed the value of the shares over which the
Nil-Cost Option would have vested if it was a standalone option.

 

The CSOP option will be released only to the extent that the aggregate CSOP
gain is less than or equal to the value of the shares over which the Nil-Cost
Option would be released on the normal release date.

 

 Name             Designation  Number of shares subject to CSOP Option  Number of shares subject to Nil-Cost Option
 Justin Platt     Director     205,128                                  2,871,795

 Hayleigh Lupino  Director     205,128                                  1,347,041

 

Enquiries:

Bethan Raybould, General Counsel & Company Secretary, Marston's PLC, +44
(0) 1902 907250

 

Notification of Dealing Form

 

 1.  Details of the Person Discharging Managerial Responsibility ("PDMR")/person
     closely associated with them ("PCA")
 a)  Name                                     Justin Platt

 2.  Reason for the notification
 a)  Position/status                          Director and PDMR (Chief Executive Officer)

 b)  Initial notification/ amendment          Initial Notification
 3.  Details of the Issuer
 a)  Name                                     Marston's PLC
 b)  LEI code                                 213800Q6RP3ZJ2CZR962
 4.  Details of the 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  Ordinary Shares of 7.375 pence each

     Identification code

                                              ISIN: GB00B1JQDM80
 b)  Nature of the transaction                Grant of awards under the Marston's PLC Long Term Incentive Plan in the form
                                              of a CSOP option with an exercise price of £0.2925 per share and a nil-cost
                                              option.

 c)  Price(s) and volumes(s)

Price                  Volume
                                              Nil-cost option: N/A   2,871,795
                                              CSOP option: £0.2925   205,128

 d)  Aggregated information

     -   Aggregate volume

                                              N/A

     -   Price
 e)  Date of the transaction                  2024-03-04
 f)  Place of the transaction                 Outside a trading venue

d)

Aggregated information

-   Aggregate volume

 

-   Price

 

 

N/A

 

e)

Date of the transaction

2024-03-04

f)

Place of the transaction

Outside a trading venue

 

 

 

 1.  Details of the Person Discharging Managerial Responsibility ("PDMR")/person
     closely associated with them ("PCA")
 a)  Name                                     Hayleigh Lupino

 2.  Reason for the notification
 a)  Position/status                          Director and PDMR (Chief Financial Officer)

 b)  Initial notification/                    Initial Notification

     amendment
 3.  Details of the Issuer
 a)  Name                                     Marston's PLC
 b)  LEI code                                 213800Q6RP3ZJ2CZR962
 4.  Details of the 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  Ordinary Shares of 7.375 pence each

     Identification code

                                              ISIN: GB00B1JQDM80
 b)  Nature of the transaction                Grant of awards under the Marston's PLC Long Term Incentive Plan in the form
                                              of a CSOP option with an exercise price of £0.2925 per share and a nil-cost
                                              option.
 c)  Price(s) and volumes(s)

Price                  Volume
                                              Nil-cost option: N/A   205,128
                                              CSOP option: £0.2925   1,347,041
 d)  Aggregated information

     -   Aggregate volume

                                              N/A

     -   Price
 e)  Date of the transaction                  2024-03-04
 f)  Place of the transaction                 Outside a trading venue

d)

Aggregated information

-   Aggregate volume

 

-   Price

 

 

N/A

 

e)

Date of the transaction

2024-03-04

f)

Place of the transaction

Outside a trading venue

 

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