14 July 2021
Pendragon PLC ("the Company")
Conditional awards for 2021 under the Pendragon Long Term Incentive Plan ("LTIP")
The Remuneration Committee (the "Committee") of the Company granted awards in the form of nil cost share options ("Awards") pursuant to the Company's LTIP on 13 July 2021 to the executive directors listed below:-
| Director | Number of performance awards |
| W R Berman | 4,321,634 |
| M S Casha | 2,412,500 |
| M S Willis | 2,376,899 |
Vesting of the Awards under the LTIP is subject to the satisfaction of certain performance conditions, 50% of which is based on achieving a defined earnings per share target over a 12-month performance period, commencing on 01 January 2021 and measured at year end 2021, with the remaining 50% based on the achievement of certain qualitative strategic performance metrics aligned to the Company's strategic milestones to be delivered in 2021. Maximum potential opportunity is equivalent to 150% of base salary.
| Performance Condition (weighting) | Target | Percentage vesting of maximum potential | ||
| EPS Year End 2021* (50%) | Threshold: Target EPS - 20% Target: Target EPS
| Threshold: | 16.66% |
Straight line vesting between these points |
| Target: | 66.66% | |||
| Maximum: | 100% | |||
| Strategic metrics (50%) | (i) Unlock value in franchised UK Motor: · Embed product extension; · Rollout operational efficiency; · Trial and rollout new propositions. (ii) Grow and diversify Pinewood: · Deliver existing order pipeline; · Geographic expansion; · Deliver product extension. (iii) Disrupt standalone used cars: · Rollout rebrand; · Embed product extension; · Define and launch revised value proposition; · Launch 1 new site | |||
If the performance conditions are not satisfied, none of the LTIP award shares will vest. *Target EPS for 2021 is the analyst's consensus EPS of 2.75p, the latest available at the time of award. The non-financial strategic milestones are those as set out in the Company's Group Strategy Investor Presentation published on 02 September 2020 (available at www.pendragonplc.com) and reflect those strategic milestones the Company considers able to achieve in 2021. Delivery against the 2021 strategic milestone performance conditions will be assessed by the Committee at year end; the specific metrics of the strategic milestone targets are considered to be commercially sensitive and are therefore not included here. More detail on the metrics and achievement against them will be disclosed, once the level of vesting has been determined.
The Committee retains full discretion over all elements of the Awards granted and vesting, including the right to effect forfeiture or clawback of the awards for a period of two years following the vesting date and the ability to adjust the number of awards vesting, for example if events occur which mean that the formulaic outcome is not an accurate reflection of overall business performance.
The Awards were made based on a share price of £0.1909 per Ordinary Share, being the average quoted closing mid-market price of the Company's Ordinary Share on the five trading days from 5 July 2021 to 09 July 2021.
The July 2021 LTIP Awards will be the final awards made with an exceptional performance period under discretion granted to the Committee; subject to further and ongoing consultation with shareholders during the remainder of the year, it is the Committee's intention to revert to awards with a three-year performance period and two-year holding period in Spring 2022, in accordance with the Company's core remuneration policy.
The normal vesting date of the LTIP Awards will be 13 July 2024, being the third anniversary of the award date.
Following the award of the above Awards, the executive directors' respective beneficial holdings in Pendragon PLC ordinary shares remains unchanged, and are as detailed below:-
| Director | Number of Shares | Percentage of issued capital |
| M S Casha | 11,098,524 | 0.79 |
| W Berman | 2,825,342 | 0.20 |
| M S Willis | 1,553,938 | 0.11 |
The notifications are made in accordance with the requirements of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014).
| 1 | Details of the person discharging managerial responsibilities/persons closely associated | ||||||||
| a) | Name | William Berman | |||||||
| 2 | Reason for notification | ||||||||
| a) | Position/Status | Chief Executive Officer | |||||||
| b) | Initial notification/amendment | Initial notification | |||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||
| a) | Name | Pendragon PLC | |||||||
| b) | LEI | 213800VRSPZFOGMMIS18 | |||||||
| 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 and identification code | Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10 | |||||||
| b) | Nature of transaction | Award of conditional LTIP shares | |||||||
| c) | Price(s) and volume(s) |
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| d) | Aggregated Information |
| |||||||
| e) | Date of transaction | 13 July 2021 | |||||||
| f) | Place of transaction | London Stock Exchange (XLON) | |||||||
| 1 | Details of the person discharging managerial responsibilities/persons closely associated | ||||||||
| a) | Name | Martin Casha | |||||||
| 2 | Reason for notification | ||||||||
| a) | Position/Status | Chief Operating Officer | |||||||
| b) | Initial notification/amendment | Initial notification | |||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||
| a) | Name | Pendragon PLC | |||||||
| b) | LEI | 213800VRSPZFOGMMIS18 | |||||||
| 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 and identification code | Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10 | |||||||
| b) | Nature of transaction | Award of conditional LTIP shares | |||||||
| c) | Price(s) and volume(s) |
| |||||||
| d) | Aggregated Information |
| |||||||
| e) | Date of transaction | 13 July 2021 | |||||||
| f) | Place of transaction | London Stock Exchange (XLON) | |||||||
| 1 | Details of the person discharging managerial responsibilities/persons closely associated | ||||||||
| a) | Name | Mark Willis | |||||||
| 2 | Reason for notification | ||||||||
| a) | Position/Status | Chief Finance Officer | |||||||
| b) | Initial notification/amendment | Initial notification | |||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||
| a) | Name | Pendragon PLC | |||||||
| b) | LEI | 213800VRSPZFOGMMIS18 | |||||||
| 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 and identification code | Ordinary Shares of £0.05 each ISIN: GB00B1JQBT10 | |||||||
| b) | Nature of transaction | Award of conditional LTIP shares | |||||||
| c) | Price(s) and volume(s) |
| |||||||
| d) | Aggregated Information |
| |||||||
| e) | Date of transaction | 13 July 2021 | |||||||
| f) | Place of transaction | London Stock Exchange (XLON) | |||||||
RICHARD MALONEY
COMPANY SECRETARY
14 July 2021
Enquiries: Headland Henry Wallers Tel: 0203 805 4822
Oliver Cooper Tel: 0203 805 4822
-ENDS-
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