13th Jul 2021 16:17
13 July 2021
Made.com Group Plc
(the "Company")
Director/PDMR Shareholding
Notification of Transactions by Directors/Persons Discharging Managerial Responsibility
On 12 July 2021 and as referenced in the IPO prospectus, the first Performance Share Plan ("PSP") awards ("Awards") in the form of nil cost options over ordinary shares of Made.com Group Plc were granted under the Made.com Incentive Plan ("MIP"). The table below sets out the number of shares over which Awards have been granted to PDMRs (the CEO, CFO and COO) based on the IPO offer price of 200 pence per share.
Awards will vest subject to the achievement of performance conditions and the individual's continued employment over the vesting period and will be subject to a 2 year post-vesting holding period. The following performance conditions apply to Awards:
One quarter of the Award may vest subject to the achievement of sales growth performance ("Sales Growth Performance Target"); One quarter of the Award may vest subject to the achievement of the Company's relative Total Shareholder Return ("TSR") performance measured against two TSR Comparator Groups ("TSR Performance Target"); One quarter of the Award may vest subject to the achievement of adjusted earnings per share ("EPS") performance ("EPS Performance Target"); and One quarter of the Award may vest subject to the achievement of Environmental, Social and Governance ("ESG") related measures ("ESG Performance Target").Sales Growth Performance Target (25% of Award)
The Sales Growth Performance Target will be measured over the three financial years ending with the financial year ending 31 December 2023. The Sales Growth Performance Target will be measured on a compound annual growth rate ("CAGR").
CAGR to 31 December 2023 | Percentage of portion of Award Vesting |
Less than 25% CAGR | 0% |
25% CAGR (threshold) | 25% |
32% CAGR (maximum) | 100% |
Between 25% and 32% CAGR | Between 25% and 100% on a straight-line basis
|
TSR Performance Target (25% of Award)
The TSR Performance Target will be measured over 36 consecutive months commencing on the IPO Date. 50% of the portion of the Award subject to the TSR Performance Target will be measured against constituents of the FTSE 250 comparator group (excluding investment trusts). The remaining 50% will be measured against an e-commerce and retail comparator group.*
*Asos, Boohoo Group, Casper Sleep, Dfs Furniture, Dunelm Group, Ebay, Etsy, Farfetch, Home24, Maisons Du Monde, Marks & Spencer Group, Next, Roche Bobois, The Hut Group, Wayfair, Westwing Group and Zalando.
FTSE 250 comparator group (excluding investment trusts) - 12.5% of the Award
Company's TSR Percent Rank | Percentage of portion of Award Vesting |
Below 50% (below median) | 0% |
50% (median) (threshold) | 25% |
75% or above (upper quartile or above) (maximum) | 100% |
Between 50% and 75% | Between 25% and 100% on a straight-line basis |
E-commerce and retail comparator group - 12.5% of the Award
Company's TSR Percent Rank | Percentage of portion of Award Vesting |
Below 50% (below median) | 0% |
50% (median) (threshold) | 25% |
75% or above (upper quartile or above) (maximum) | 100% |
Between 50% and 75% | Between 25% and 100% on a straight-line basis |
EPS Performance Target (25% of the Award)
The EPS Performance Target will be measured by reference to Adjusted EPS for the financial year ending 31 December 2023.
Adjusted EPS | Percentage of portion of Award Vesting |
Less than 3.5 pence | 0% |
3.5 pence (threshold) | 25% |
5 pence (maximum) | 100% |
Between 3.5 and 5 pence | Between 25% and 100% on a straight-line basis |
ESG Performance Target (25% of the Award)
The ESG Performance Target relates to ESG milestones which will be measured over three financial years ending with the financial year ending 31 December 2023.
Milestones to be measured as at 31 December 2023 | Performance against milestones | Percentage of portion of Award Vesting |
Timber sourcing - tracing back to forest level and achieving target of sustainably sourced, fully traceable timber(8.33% of the Award) | 70% (threshold) | 25% |
80% (maximum) | 100% | |
Between 70% and 80% | Between 25% and 100% on a straight-line basis | |
Textile sourcing - choice of materials and achieving target of sustainability sourced key materials (8.33% of the Award) | 70% (threshold) | 25% |
80% (maximum) | 100% | |
Between 70% and 80% | Between 25% and 100% on a straight-line basis | |
Product packaging - achieving target of recycled or recyclable materials (8.33% of the Award) | 90% (threshold) | 25% |
100% (maximum) | 100% | |
Between 90% and 100% | Between 25% and 100% on a straight-line basis |
The Remuneration Committee will have the discretion to adjust Award outcomes if it believes the outcome is not a fair and accurate reflection of business performance. The exercise of this discretion may result in a downward or upward movement in the amount of Award earned resulting from the application of the performance measures.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Phillippe Chainieux | ||||
2 | Reason for the notification | |||||
a) | Position/status | CEO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer | |||||
a) | Name | Made.com Group Plc | ||||
b) | LEI | 213800HTMSVK071K6071 | ||||
4 | Details of the transaction | |||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 0.0001 pence nominal value each GB00BNXM7M46 | ||||
b) | Nature of the transaction | Grant of nil-cost option over Ordinary Shares under the Made.com Incentive Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
450,000 £0.00 | ||||
e) | Date of the transaction | 2021-07-12 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Adrian Evans | ||||
2 | Reason for the notification | |||||
a) | Position/status | CFO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer | |||||
a) | Name | Made.com Group Plc | ||||
b) | LEI | 213800HTMSVK071K6071 | ||||
4 | Details of the transaction | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.0001 pence nominal value each GB00BNXM7M46 | ||||
b) | Nature of the transaction | Grant of nil-cost option over Ordinary Shares under the Made.com Incentive Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
325,000 £0.00 | ||||
e) | Date of the transaction | 2021-07-12 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Nicola Thompson | ||||
2 | Reason for the notification | |||||
a) | Position/status | COO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer | |||||
a) | Name | Made.com Group Plc | ||||
b) | LEI | 213800HTMSVK071K6071 | ||||
4 | Details of the transaction | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 0.0001 pence nominal value each GB00BNXM7M46 | ||||
b) | Nature of the transaction | Grant of nil-cost option over Ordinary Shares under the Made.com Incentive Plan | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
315,000 £0.00 | ||||
e) | Date of the transaction | 2021-07-12 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
Enquiries:
Scott Brooker
Deputy Company Secretary
Related Shares:
MADE.L