7 December 2021
Notification of interests of directors and persons discharging managerial responsibilities
Marston's PLC (the "Company") announces that on 6 December 2021 the Directors listed below were granted awards over ordinary shares in the Company under the Company's 2014 Long Term Incentive Plan (the "Plan"). The number of awards granted on 6 December 2021 was calculated using the market price at the close of trading on the London Stock Exchange on 3 December 2021, being £0.6705 per ordinary share.
Awards under the Plan are structured as Approved Performance Share Plan Awards ("APSP Awards") and comprise three elements: (i) an HMRC Tax Qualifying Option over shares with a total value at the date of grant of £30,000 with an exercise price of £0.6705 per share; (ii) a "Linked Award" which is, principally, a funding award in the form of a nil cost option (i.e. in the form of an LTIP Award) over such number of shares whose total value at exercise equals £30,000; and (iii) an LTIP Award in the form of a nil cost option over shares to the value of the remainder of the APSP Award above the £30,000 limit.
The awards will vest subject to the satisfaction of performance metrics which are based on Underlying Profit Before Tax (as regards 40% of the award), Net Cash Flow (as regards 40% of the award) and Relative Total Shareholder Return (as regards 20% of the award) assessed over the Company's 2021/22, 2022/23 and 2023/24 financial periods, details of which will be set out in the Company's Annual Report for the period ended 2 October 2021. To the extent an award vests, it will be released (so that the participant is entitled to acquire the shares) following the end of a further two-year holding period.
In addition to satisfaction of these performance conditions, the Tax Qualifying Option will only become exercisable if the market value of a share at exercise is greater than 67.05 pence per share. If the market value at exercise is less than £0.6705 per share, the Tax Qualifying Option will lapse and the maximum number of shares subject to the Linked Award will become available to the participant to exercise as an unapproved LTIP option.
Appropriate provisions have been included in the terms of the awards to enable the Remuneration Committee to adjust the vesting outturn having regard to any "windfall gain".
| Name | Designation | Number of shares subject to APSP Award (Tax Qualifying Option and LTIP Award) | Maximum number of Shares subject to Linked Award |
| Andrew Andrea | Director | 1,123,322 | 44,742 |
| Hayleigh Lupino | Director | 720,078 | 44,742 |
Enquiries:
Anne-Marie Brennan, Group Secretary, Marston's PLC, +44 (0) 1902 329163
Notification of Dealing Form
| 1. | Details of the Person Discharging Managerial Responsibility ("PDMR")/person closely associated with them ("PCA") | |||||||
| a) | Name | Andrew Andrea
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| 2. | Reason for the notification | |||||||
| a) | Position/status | Director and PDMR (Chief Executive Officer)
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| b) | Initial notification/ amendment | Initial Notification | ||||||
| 3. | Details of the Issuer | |||||||
| a) | Name | Marston's PLC | ||||||
| b) | LEI code | 213800Q6RP3ZJ2CZR962 | ||||||
| 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
Identification code | Ordinary Shares of 7.375 pence each
ISIN: GB00B1JQDM80 | ||||||
| b) | Nature of the transaction | Grant of award under the Long Term Incentive Plan in the form of nil-cost options and a Tax Qualifying Option at an exercise price of £0.6705 per share. | ||||||
| c) | Price(s) and volumes(s) |
| ||||||
| d) | Aggregated information - Aggregate volume
- Price |
N/A
| ||||||
| e) | Date of the transaction | 2021-12-06 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the Person Discharging Managerial Responsibility ("PDMR")/person closely associated with them ("PCA") | |||||||
| a) | Name | Hayleigh Lupino
| ||||||
| 2. | Reason for the notification | |||||||
| a) | Position/status | Director and PDMR (Chief Financial Officer)
| ||||||
| b) | Initial notification/ amendment | Initial Notification | ||||||
| 3. | Details of the Issuer | |||||||
| a) | Name | Marston's PLC | ||||||
| b) | LEI code | 213800Q6RP3ZJ2CZR962 | ||||||
| 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
Identification code | Ordinary Shares of 7.375 pence each
ISIN: GB00B1JQDM80 | ||||||
| b) | Nature of the transaction | Grant of award under the Long Term Incentive Plan in the form of nil-cost options and a Tax Qualifying Option at an exercise price of £0.6507 per share. | ||||||
| c) | Price(s) and volumes(s) |
| ||||||
| d) | Aggregated information - Aggregate volume
- Price |
N/A
| ||||||
| e) | Date of the transaction | 2021-12-06 | ||||||
| f) | Place of the transaction | Outside a trading venue | ||||||
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