16th Mar 2016 18:07
16 March 2016
Virgin Money Holdings (UK) PLC (the Company)
NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (PDMRs)
This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).
The structure of the Company's Remuneration Policy is set out in detail in the Directors' Remuneration Report on pages 112 to 121 of the annual report and accounts for the financial year ended 31 December 2015 (the "Annual Report & Accounts") which was published on 2 March 2016 and can be found on the Investor Relations part of the Company's website www.virginmoney.com.
DEFERRED BONUS SHARE PLAN (DBSP)
DBSP 2015 PDMR AWARDS
On 15 March 2016, the following PDMRs of the Company were each awarded a right to receive ordinary shares of £0.0001 in the capital of the Company in accordance with the rules of the DBSP in respect of 2015 financial year performance.
The awards will vest in four tranches. The 1st tranche vested immediately on grant with the remaining award vesting in three equal tranches on the first, second and third anniversary of grant. After sales for any tax liability arising on vesting, the net shares at each vesting will be subject to a further six-month holding period before they can be sold or transferred by the PDMRs.
PDMR | Total DBSP Award1 | 1st tranche gross vested shares (before sales to cover tax liability) subject to hold period | Unvested DBSP Award2 |
Jayne-Anne Gadhia | 114,759 | 61,794 | 52,965 |
Dave Dyer | 43,044 | 23,178 | 19,866 |
Matt Elliott | 29,355 | 15,807 | 13,548 |
Andrew Emuss | 33,574 | 18,079 | 15,495 |
Michele Greene | 39,600 | 21,324 | 18,276 |
Richard Hemsley | 58,196 | 31,337 | 26,859 |
Caroline Marsh | 24,622 | 13,258 | 11,364 |
Marian Martin | 46,918 | 25,264 | 21,654 |
1 Calculated using the middle market quotation as derived from the Daily Official List of the London Stock
Exchange on 14 March 2016, being the day before the date of grant of the award.
2 Will vest in three equal tranches in 2017, 2018 and 2019 subject to continued employment and any malus adjustment / clawback in line with the Remuneration Policy set out in the Directors' Remuneration Report.
1ST TRANCHE DBSP 2015 VESTING
On 16 March 2016, the Company's nominated broker, Equiniti Financial Services Limited advised that sufficient shares were sold on behalf of the PDMRs, inter alia, to satisfy the tax liabilities arising on the 1st tranche of the awards which vested on the date of grant, 15 March 2016. The sale of these shares was undertaken at 368.14 pence per share:
PDMR | No. of vested shares on date of grant, 15 March 2016 | No. of vested shares sold to cover tax liability | Net No. of shares acquired1 |
Jayne-Anne Gadhia | 61,794 | 29,146 | 32,648 |
Dave Dyer | 23,178 | 10,933 | 12,245 |
Matt Elliott | 15,807 | 7,456 | 8,351 |
Andrew Emuss | 18,079 | 8,528 | 9,551 |
Michele Greene | 21,324 | 10,058 | 11,266 |
Richard Hemsley | 31,337 | 14,781 | 16,556 |
Caroline Marsh | 13,258 | 6,254 | 7,004 |
Marian Martin | 25,264 | 11,917 | 13,347 |
LONG TERM INCENTIVE PLAN
On 15 March 2016, the following PDMRs of the Company were each awarded conditional rights to acquire ordinary shares of £0.0001 in the capital of the Company in accordance with the rules of the Long Term Incentive Plan (LTIP).
The LTIP awards will vest in equal tranches from the fourth anniversary of the date of grant to either the sixth or eighth such anniversary, subject to performance against agreed performance conditions over the period 1 January 2016 to 31 December 2018.
Once the awards have vested, the PDMRs will be required to hold the ordinary shares for a further six months after any sales for tax arising on the vesting of the shares.
PDMR | Maximum Number of Ordinary Shares under Award1 |
Jayne-Anne Gadhia* | 284,768 |
Dave Dyer* | 132,450 |
Matt Elliott | 66,225 |
Andrew Emuss | 79,470 |
Michele Greene* | 83,443 |
Richard Hemsley* | 132,450 |
Caroline Marsh | 58,278 |
Marian Martin* | 105,960 |
1 Calculated using the middle market quotation as derived from the Daily Official List of the London Stock
Exchange on 14 March 2016, being the day before the date of grant of the award.
* Denotes award vesting from fourth anniversary of date of grant to eighth such anniversary
PHANTOM INCENTIVE PLAN (PIP)
The Trustee of the Virgin Money Employee Benefit Trust notified the Company that it has provided ordinary shares in Virgin Money with a nominal value of £0.0001 each (the "Shares") to the PDMRs of the Company as set out in the table below. The Shares are provided to satisfy the vesting of the 2nd deferred tranche of the Virgin Money Phantom Incentive Plan granted to the PDMRs on 18 July 2013.
Following the vesting of these shares the Company's nominated broker, Equiniti Financial Services Limited has notified the Company, on 16 March 2016 that it has sold sufficient shares on behalf of the participants, inter alia, to satisfy the tax liabilities arising on vesting of the shares and that the net balance of shares have been transferred to the PDMRs. The net shares are subject to a further six-month hold period before any further sales or transfers can be effected.
The sale of these shares was undertaken at 368.14 pence per share:
Participant | No. of Shares vesting | No. of Shares sold to cover tax liability | Net No. of Shares acquired |
Jayne-Anne Gadhia | 242,580 | 114,414 | 128,166 |
David Dyer | 34,930 | 16,476 | 18,454 |
Matt Elliott | 33,960 | 16,018 | 17,942 |
Caroline Marsh | 32,990 | 15,561 | 17,429 |
Marian Martin | 84,090 | 39,662 | 44,428 |
The transactions took place in the UK and the Shares are listed on the London Stock Exchange.
Enquiries:
Virgin Money Investor RelationsAdam Key020 7111 1311 or [email protected]
Virgin Money Company SecretaryKatie Marshall0191 279 6482 or [email protected]
Related Shares:
Virgin Money Holdings