18 January 2021
LEI: 2138005C7REHURGWHW31
River and Mercantile Group PLC (the 'Company')
NOTIFICATION OF TRANSACTION BY DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ('PDMR')/PERSONS CLOSELY ASSOCIATED ('PCA')
Participation by Executive Directors in Value Transformation Plan
The Company announces that on 15 January 2021 Mr James Barham, Group Chief Executive, and Simon Wilson, Chief Financial Officer, both PDMRs, were notified of their participation in the River and Mercantile Value Transformation Plan (the 'VTP').
The VTP was approved by the Company's shareholders at its AGM held on 14 December 2020. Full details of the VTP were set out in the Company's Notice of Annual General Meeting (available on the Company's website at https://www.riverandmercantile.com).
Formal notification in respect of each PDMR is set out below in accordance with the requirements of the Market Abuse Regulation.
Grant of awards to PDMRS under Senior Management Share Plan
The Company further announces that on 13 January 2021, as part of its Senior Management Share Plan which is designed to incentivise and retain the Company's senior management and key people, the PDMRs set out in the table below were granted conditional share awards (the 'SMSP Awards') under the River and Mercantile Group PLC Deferred Equity Plan ('DEP').
| PDMR | Title | Number of shares granted under SMSP Award |
| Sean Breslin | Group General Counsel and Head of Compliance | 75,000 |
| Frances Fahey | Group Chief Operating Officer | 75,000 |
| David Hanratty | Global Head of Distribution | 125,000 |
The SMSP Awards are subject to a performance condition, aligned with the VTP, where vesting is conditional on the Company achieving a minimum 12 per cent. per annum compound Total Shareholder Return ('TSR') over a performance period of three years from the award date. The initial share price used for the measurement of the performance condition is 170p. The SMSP Award will vest on a straight-line basis between a TSR of 12 per cent. per annum compounded and 15 per cent. per annum compounded. No SMSP Award will vest at 12 per cent. per annum compound TSR and 100 per cent. will vest at 15 per cent. per annum compound TSR. The TSR hurdle will be measured on the third anniversary of the award date (the 'Measurement Date') and the TSR will be based on a volume weighted average share price ('VWAP') for the 15 days preceding the Measurement Date.
A further one year period applies to SMSP Award at the end of the three year performance period, after which the SMSP Award will vest subject to the terms of the DEP Rules.
Formal notification in respect of each PDMR is set out below in accordance with the requirements of the Market Abuse Regulation
Sally Buckmaster
Group Company Secretary
River and Mercantile Group PLC
For further information please contact:
River and Mercantile Group PLC +44 (0)20 3327 5100
| 1 | Details of the director/PDMR | |||
| a) | Name | James Barham | ||
| 2 | Reason for the notification | |||
| a) | Position/status | Group Chief Executive | ||
| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | River and Mercantile Group PLC | ||
| b) | LEI | 2138005C7REHURGWHW31 | ||
| 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, type of instrument Identification code | Ordinary shares of £0.003 pence each GB00BLZH7X42 | ||
| b) | Nature of the transaction | Participation in the River and Mercantile Value Transformation Plan | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| 1. £0 | 1. 0
| |||
| d) | Aggregated information - Aggregated volume - Price | Price | Volume | Total |
| 1. £0
| 2. 0
| 3. £0
| ||
| e) | Date of the transaction | 15 January 2021 | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the director/PDMR | |||
| a) | Name | Simon Wilson | ||
| 2 | Reason for the notification | |||
| a) | Position/status | Chief Financial Officer | ||
| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | River and Mercantile Group PLC | ||
| b) | LEI | 2138005C7REHURGWHW31 | ||
| 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, type of instrument Identification code | Ordinary shares of £0.003 pence each GB00BLZH7X42 | ||
| b) | Nature of the transaction | Participation in the River and Mercantile Value Transformation Plan | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| 1. £0 | 2. 0
| |||
| d) | Aggregated information - Aggregated volume - Price | Price | Volume | Total |
| 1. £0
| 2. 0
| 3. £0
| ||
| e) | Date of the transaction | 15 January 2021 | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the director/PDMR | |||
| a) | Name | Sean Breslin | ||
| 2 | Reason for the notification | |||
| a) | Position/status | PDMR | ||
| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | River and Mercantile Group PLC | ||
| b) | LEI | 2138005C7REHURGWHW31 | ||
| 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, type of instrument Identification code | Ordinary shares of £0.003 pence each GB00BLZH7X42 | ||
| b) | Nature of the transaction | Grant of award in the form contingent award shares under the River and Mercantile Deferred Equity Plan | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| 1. £0 | 2. 75,000
| |||
| d) | Aggregated information - Aggregated volume - Price | Price | Volume | Total |
| 1. £0
| 2. 75,000
| 3. £0
| ||
| e) | Date of the transaction | 13 January 2021 | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the director/PDMR | |||
| a) | Name | Frances Fahey | ||
| 2 | Reason for the notification | |||
| a) | Position/status | PDMR | ||
| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | River and Mercantile Group PLC | ||
| b) | LEI | 2138005C7REHURGWHW31 | ||
| 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, type of instrument Identification code | Ordinary shares of £0.003 pence each GB00BLZH7X42 | ||
| b) | Nature of the transaction | Grant of award in the form contingent award shares under the River and Mercantile Deferred Equity Plan | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| 1. £0 | 2. 75,000
| |||
| d) | Aggregated information - Aggregated volume - Price | Price | Volume | Total |
| 1. £0
| 2. 75,000
| 3. £0
| ||
| e) | Date of the transaction | 13 January 2021 | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the director/PDMR | |||
| a) | Name | David Hanratty | ||
| 2 | Reason for the notification | |||
| a) | Position/status | PDMR | ||
| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | River and Mercantile Group PLC | ||
| b) | LEI | 2138005C7REHURGWHW31 | ||
| 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, type of instrument Identification code | Ordinary shares of £0.003 pence each GB00BLZH7X42 | ||
| b) | Nature of the transaction | Grant of award in the form contingent award shares under the River and Mercantile Deferred Equity Plan | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| 1. £0 | 2. 125,000
| |||
| d) | Aggregated information - Aggregated volume - Price | Price | Volume | Total |
| 1. £0
| 2. 125,000
| 3. £0
| ||
| e) | Date of the transaction | 13 January 2021 | ||
| f) | Place of the transaction | Outside a trading venue | ||
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