Spectris plc: Director/PDMR Shareholding
This notification is made under Article 19(1) of the EU Market Abuse Regulation 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and relates to the grant of share awards under the terms of the Spectris Long Term Incentive Plan ("LTIP") and the Spectris Deferred Bonus Plan("DBP") to persons discharging managerial responsibilities ("PDMRs").
On 19 April 2022, Spectris plc (the "Company") was informed that, Derek Harding and Andrew Heath, the Executive Directors and PDMRs of the Company accepted awards, on 14 and 19 April 2022 respectively, granted by the Company of nominal-cost share options over ordinary 5p shares on 17 March 2022, pursuant to both the terms of the LTIP ("LTIP Awards") and the DBP ("DBP Awards"), as set out below:
| Name | Position | Maximum number of shares that may vest under the LTIP Awards granted 1,2 | Number of shares under DBP Award |
| Derek Harding | Chief Financial Officer | 51,637 | 11,249 |
| Andrew Heath | Chief Executive | 66,313 | 17,407 |
1. Includes 1.4X multiplier. More details on the performance conditions attached to these LTIP Awards and the multiplier can be found in the Company's 2020 Remuneration Policy.
2. Derek Harding's and Andrew Heath's LTIP nominal-cost options are linked to a grant of market-value share options ("Linked Options"). Linked Options are granted up to the £30,000 limit under the HMRC's Company Share Option Plan. For the avoidance of doubt, no additional gross value can be delivered from the exercise of these Linked Options under the terms of the LTIP.
The total number of ordinary shares over which these LTIP Awards and DBP Awards were accepted represents 0.13% of the Company's issued ordinary share capital on 19 April 2022.
No consideration was paid for the grant of the LTIP Awards and the DBP Awards.
The vesting of these LTIP Awards is subject to the continued employment of the Executive Directors, malus and clawback provisions and the satisfaction of performance conditions set by the Remuneration Committee of the Company. The LTIP Awards will normally vest on the later of the third anniversary of grant and the determination of the performance conditions. The Executive Directors' LTIP Awards are then subject to an additional two-year vesting period. To the extent that these LTIP Awards vest, they are exercisable for a period of five years from the end of the additional vesting period.
The DBP Awards are not subject to performance conditions. All DBP Awards are subject to malus and clawback provisions. DBP Awards will normally vest, and become exercisable, on the third anniversary of the date of grant subject to continued employment.
The nominal award price payable by each participant on the exercise of these LTIP Awards and DBP Awards is 5 pence per share.
While the Remuneration Committee (the "Committee") recognises that the grant of these awards have been made during a period of market turbulence, the Committee believes that this is not specific to the Company and the Committee has determined that the price used to calculate the number of shares awarded is appropriate and is consistent with the Company's historic practice.
The Committee recognises that there will be a further opportunity to review the appropriateness of the approach taken in the context of further developments during the relevant LTIP performance period, to avoid any unacceptable 'windfall' gains. On vesting, the Committee will review this as part of its general consideration of the appropriateness of the formulaic application of the LTIP performance conditions.
The information set out below is provided in accordance with the requirements of Article 19(3) of MAR and provides further detail:
| 1 | Details of the persons discharging managerial responsibilities | |||
| a) | Name(s) | Derek Harding
| ||
| 2 | Reason for the notification | |||
| a) | Position/status | Director and PDMR | ||
| b) | Initial notification/Amendment | Initial Notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Spectris plc | ||
| b) | LEI | 213800Z4CO2CZO3M3T10 | ||
| 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 | Option granted over ordinary shares of 5p each
| ||
| b) | Nature of the transaction | Acceptance of a grant of a share option over ordinary shares of 5p each on 14 April 2022, pursuant to the terms of the LTIP and DBP. | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| £0.05 | LTIP nominal-cost option under which a maximum of 51,637 ordinary shares may vest. | |||
| | | £0.05 | DBP nominal-cost share option of 11,249 ordinary 5p shares. | |
| d) | Aggregated information | Aggregated Volume | 62,886 | |
| Price | £3,144.30 | |||
| e) | Date of the transaction | 14 April 2022 | ||
| f) | Place of the transaction | Outside a trading venue | ||
| 1 | Details of the persons discharging managerial responsibilities | |||
| a) | Name(s) | Andrew Heath
| ||
| 2 | Reason for the notification | |||
| a) | Position/status | Director and PDMR | ||
| b) | Initial notification/Amendment | Initial Notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Spectris plc | ||
| b) | LEI | 213800Z4CO2CZO3M3T10 | ||
| 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 | Option granted over ordinary shares of 5p each
| ||
| b) | Nature of the transaction | Acceptance of a grant of a share option over ordinary shares of 5p each on 19 April 2022, pursuant to the terms of the LTIP and DBP. | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| £0.05
| LTIP nominal-cost option under which a maximum of 66,313 ordinary shares may vest.
| |||
| | | £0.05 | DBP nominal-cost share option of 17,407 ordinary 5p shares. | |
| d) | Aggregated information | Aggregated Volume | 83,720 | |
| Price | £4,186.00 | |||
| e) | Date of the transaction | 19 April 2022 | ||
| f) | Place of the transaction | Outside a trading venue | ||
Name of contact and telephone number for queries:
Guy Holden
Group Share Plan and Reward Manager
07585 403180
For and on behalf of Spectris plc
LEI Number: 213800Z4CO2CZO3M3T10
Date: 19 April 2022
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