2 June 2021
JAMES FISHER AND SONS PLC
Notification of Directors' Interest in Shares
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
Following Duncan Kennedy's recent appointment to the Board as Chief Financial Officer, awards over ordinary shares of 25p each in James Fisher and Sons plc (the "Company") were made under the James Fisher and Sons 2015 Long Term Incentive Plan, on 28 May 2021 as follows:
| PDMR
| Number of Shares held under award |
| Duncan Kennedy
| 35,790 |
Notes:
No consideration was paid for the grant of the awards which are structured as nil cost restricted share awards.
The awards will normally vest on the 28 May 2024 subject to the satisfaction of the performance conditions set by the Remuneration Committee of the Company.
The vesting of 70 per cent. of such awards (the "EPS Part") is subject to targets measuring the (end to end) percentage growth in the Company's EPS over the period 1 January 2021 to 31 December 2023. One quarter of the EPS Part will vest for EPS growth over the measurement period of 25 percent and thereafter on a straight line basis to full vesting of the EPS Part for EPS growth over the measurement period of 67 percent (or better).
The vesting of 30 per cent. of such awards (the "TSR Part") is subject to the Company's total shareholder return ("TSR") performance over a three year period relative to the TSR performance over the same period of the constituents of the FTSE 250 Index (excluding investment trusts and the Company) as the start of the measurement period. One quarter of the TSR Part will vest for median ranking performance and thereafter on a straight line basis to full vesting of the TSR Part for upper quartile ranking (or better) relative TSR performance.
In line with the Remuneration Policy approved by shareholders at the 2018 AGM a two-year post-vesting holding period will apply to this award.
Furthermore, the Remuneration Committee retains the discretion to adjust the Awards at vesting to ensure that all relevant factors are taken into account, including the consideration of any windfall gains.
Details of the full notifications received by the Company are set out below.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Duncan Kennedy | ||||
| 2 | Reason for Notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/Amendment | Initial Announcement | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | James Fisher and Sons plc | ||||
| b) | LEI | 213800J975E5OYR6S216 | ||||
| 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 25 pence each in James Fisher and Sons plc GB0003395000
| ||||
| b) | Nature of the transaction | Grant of a restricted share award under the James Fisher and Sons 2015 Long Term Incentive Plan. The award will ordinarily vest on 28 May 2024. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
35,790
| ||||
| e) | Date of the transaction | 28 May 2021 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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