12 April 2022
Reach plc (the "Company")
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
Grant of 2022 Awards under the Reach Long Term Incentive Plan ("LTIP")
On 11 April 2022, the Company granted nil-cost options over ordinary shares of 10p each in the capital of the Company to the following Directors and PDMRs under the LTIP and the following additional terms.
The number of shares under the LTIP options has been calculated using the three-month average share price to the date of grant of £2.207 pence per share (this is a change from past practice where the three-day average share price to the date of grant was used).
Vesting of the LTIP options granted in 2022 are subject to the achievement of performance conditions over a three-year period, as set out on page 112 in the Company's 2021 Annual Report, except that TSR performance will be measured relative to the constituents of the FTSE 250 index (excluding investment trusts) and not the constituents of FTSE SmallCap index (ex IT), as set out in the Annual Report.
Vested LTIP options held by a Director will also be subject to a post-vesting holding period of two years. During the holding period, restrictions will apply to the sale or other disposal of the shares (other than to satisfy any tax liability).
Grant of 2022 Awards under the Reach Restricted Share Plan ("RSP")
On 11 April 2022, the independent trustee (the "Trustee") of the Company's Employee Benefit Trust based in Jersey (the "Trust") notified the Company it has granted restricted share awards to the following Directors and PDMRs under the RSP. The number of shares subject to the restricted share awards has been calculated using the same three-month average share price as for the LTIP options, as noted above.
Under the terms of the RSP, the participant is the beneficial owner of the restricted shares but the shares are held in trust by the Trustee who remains the legal owner until the shares are released at the end of the three-year vesting period (the "Restricted Period").
During the Restricted Period, a participant may not dispose of the Restricted Shares, and cannot vote or receive any dividends in respect of the restricted shares. An additional award of restricted shares equal in value to any dividends paid during the Restricted Period may be made on the release of the awards.
The notifications below, which has been made in accordance with the requirements of the Market Abuse Regulation, provides further detail.
| 1
| Details of the person discharging managerial responsibilities / person closely associated | ||||
| a)
| Name
| Jim Mullen | |||
| 2
| Reason for the 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
| Reach plc | |||
| b)
| LEI
| 213800GNI5XF3XOATR61 | |||
| 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 | Ordinary 10p Shares | |||
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| ||||
| Identification code | GB0009039941 | ||||
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| ||||
| b)
| Nature of the transaction
| a. Grant of nil-cost share options under the Reach Long Term Incentive Plan b. Grant of restricted shares under the Reach Restricted Share Plan
| |||
| c)
| Price(s) and volume(s) |
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|
| Price(s) | Volume(s) |
| |
|
| a. | £nil | 399,974 |
| |
|
| b. | £nil | 85,514 |
| |
|
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|
| |
| d)
| Aggregated information |
| |||
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|
| ||||
| - Aggregated volume | 485,488 | ||||
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|
| ||||
| - Price | £nil | ||||
|
|
| ||||
| e)
| Date of the transaction
| 2022-04-11 | |||
| f)
| Place of the transaction
| Outside a trading venue | |||
| 1
| Details of the person discharging managerial responsibilities / person closely associated | ||||
| a)
| Name | Simon Fuller
| |||
| 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
| Reach plc | |||
| b)
| LEI
| 213800GNI5XF3XOATR61 | |||
| 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 | Ordinary 10p Shares | |||
|
|
| ||||
| Identification code | GB0009039941 | ||||
|
|
| ||||
| b)
| Nature of the transaction
| a. Grant of nil-cost share options under the Reach Long Term Incentive Plan b. Grant of restricted shares under the Reach Restricted Share Plan
| |||
| c)
| Price(s) and volume(s) |
|
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
| a. | £nil | 267,474 |
| |
|
| b. | £nil | 36,061 |
| |
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| |
| d)
| Aggregated information |
| |||
|
|
| ||||
| - Aggregated volume | 303,535 | ||||
|
|
| ||||
| - Price | £nil | ||||
|
|
| ||||
| e)
| Date of the transaction
| 2022-04-11 | |||
| f)
| Place of the transaction
| Outside a trading venue | |||
Enquiries
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|
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| Reach | 020 7293 3000 |
| Jim Mullen, Chief Executive Officer Simon Fuller, Chief Financial Officer Lorraine Clover, Group Company Secretary
|
|
| Tulchan Communications | 020 7353 4200 |
| Giles Kernick |
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| LEI: 213800GNI5XF3XOATR61 Classification: 2.2 Information disclosed under article 19 of the Market Abuse Regulation.
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