18th Apr 2016 12:00
18 April 2016
Countrywide plc
("Countrywide" or the "Company")
Persons Discharging Managerial Responsibility Variation of performance conditions applicable to previously announced LTIP option grants
Countrywide plc announced on 22 March 2016, the Remuneration Committee had approved the grant of nil cost options under the Countrywide Long-Term Incentive Plan ("LTIP") to the following directors/persons discharging managerial responsibilities:
Name | Number of ordinary shares subject to the option | Exercise price |
Alison Platt | 279,960 | Nil |
James Clarke | 143,469 | Nil |
Total | 423,429 |
At the same time it was announced that the vesting of these options would be subject to certain performance conditions. Following discussions with certain major shareholders, it has been agreed that, rather than the performance targets being based two thirds on EPS and one third on TSR (see below), they will be weighted equally between the EPS and TSR. While this change is only being made to the 2016 awards set out above, the Committee will consider the performance metrics and weightings as part of the next three year policy review ahead of the 2017 AGM. Details of the options, including the changed performance condition weightings, are set out below.
Performance conditions, measured over a three year period, will determine the extent to which the options will vest. In summary, the performance conditions are:
Performance condition | Weighting | Performance period | Performance level | Target for 2016 grant | Vesting level |
Earnings Per Share (EPS) | ½ of Option (previously 2/3) | 1 January 2016 - 31 December 2018 | Entry | Achieving a minimum of 5% compound growth per annum in EPS covering 2016, 2017 and 2018 | 25% |
Maximum | Achieving a minimum of 15% compound growth per annum in EPS covering 2016, 2017 and 2018 | 100% | |||
Relative Total Shareholder Return (TSR) | ½ of Option (previously 1/3) | 1 January 2016 -31 December 2018 | Entry | Median of Comparator Group | 25% |
Maximum | Upper quartile of Comparator Group | 100% | |||
TSR underpin | Applies only to proportion of Option - subject to Relative TSR | 1 January 2016 - 31 December 2018 | Options shall not vest unless the Remuneration Committee, in its absolute discretion, is satisfied that the Company's TSR performance over the Performance Period reflects the underlying financial performance of the Company. | ||
*Between the performance levels stated above, vesting will be on a straight line basis.
Each Performance Condition operates separately and they will be tested by reference to performance achieved as at the end of the Performance Period. Any fraction of share arrived at by applying the Performance Condition shall be ignored.
If the Performance Condition(s) is not satisfied in full at the end of the Performance Period any portion that has not vested as a consequence of the Performance Condition(s) not being satisfied in full shall lapse.
In exceptional circumstances, the Remuneration Committee may vary a Performance Condition in accordance with its terms or if anything happens which causes the Committee to consider it appropriate to amend the Performance Conditions, provided that the Remuneration Committee considers that any changed Performance Condition is fair and reasonable and will not be materially les or more challenging to satisfy than the original condition would have been but for such even occurring.
These options will vest on 22 March 2019 (which is the third anniversary of the award date) and may be exercised prior to 22 March 2026.
Enquiries:
Countrywide plcGareth Williams, Company SecretaryCounty HouseGround Floor100 New London RoadChelmsfordEssexCM2 0RGUnited Kingdom+44 (0) 1245 294000email: [email protected]
Related Shares:
CWD.L