Foxtons Group PLC
5 September 2022
Foxtons Group plc ("the Company")
Grant of Awards under The Foxtons Group plc 2020 Restricted Share Plan
Notification and public disclosure of transactions by Person Discharging Managerial Responsibilities ("PDMR") and persons closely associated with them
As announced on 30 May 2022, Guy Gittins has been appointed as Group Chief Executive Officer with effect from 5 September 2022. On 5 September 2022, being the date of his appointment the following three awards were granted over the Company's Ordinary £0.01 shares ("Ordinary Shares") under The Foxtons Group plc 2020 Restricted Share Plan ("RSP") to Guy Gittins, a Director / Person Discharging Managerial Responsibility ("PDMR") of the Company.
| Name | Status | Type of RSP Award | Number of Ordinary Shares under RSP Award | Option Price |
| Guy Gittins | Chief Executive Officer | LTIP Buyout award | 6,883,891 | £Nil |
| 2022 RSP award | 395,739 | £Nil | ||
| 2022 Salary Substitute Restricted Shares award | 70,015 | £Nil |
No consideration was paid for the grant of any of the above RSP Awards which are structured as nil cost options.
Notes:-
LTIP Buyout award
As confirmed when Guy Gittins' appointment was announced, an LTIP Buyout award has been made to compensate Guy Gittins for the forfeiture of incentive arrangements held with his previous employer, Chesterton Global Limited. The LTIP Buyout award is valued at £2.5m and is subject to a performance requirement for the share price of an Ordinary Share to be at least 70 pence for any 30 consecutive days during the vesting period. The number of Ordinary Shares granted equivalent to £2.5m has been calculated using an Ordinary Share price of 36.32 pence per Ordinary Share being the average of the closing Ordinary Share prices over the three Dealing Days preceding 30 May 2022, the date that it was announced that that Guy Gittins would be the incoming Chief Executive Officer.
Full details will be provided in the 2022 Directors' Remuneration Report, within the 2022 Annual Report and Accounts published next year.
2022 RSP award
The 2022 RSP award has been made to Guy Gittins in respect of the annual Restricted Share Plan grant as set out in the Remuneration Policy approved by shareholders pro-rated to reflect the period of service from the date of appointment to the end of the current financial year.
The number of Ordinary Shares granted has been calculated using an Ordinary Share price of 36.55 pence per Ordinary Share being the average of the closing Ordinary Share prices over the three Dealing Days preceding the date of grant.
The normal vesting date of this award will be 5 September 2025, being the third anniversary of the award date. Once vested, this award will normally be exercisable until the day before the tenth anniversary of the award date. The award is subject to a two-year holding period commencing on vesting.
This award will ordinarily vest after three years subject to the grantee's continued service and a discretionary underpin that allows the Remuneration Committee to make adjustments to the level of vesting if the Committee believes due to business performance, individual performance or wider Company considerations that the vesting should be adjusted.
2022 Salary Substitute award
Guy Gittins has voluntarily exchanged 10 per cent of his cash salary for the equivalent value as a Salary Substitute Restricted Share Award. This award is therefore being made to Guy Gittins to satisfy his Salary Substitute Restricted Share Award.
The number of Ordinary Shares granted has been calculated using an Ordinary Share price of 36.55 pence per Ordinary Share being the average of the closing Ordinary Share prices over the three Dealing Days preceding the date of grant.
The normal vesting date of this award will be 5 September 2025, being the third anniversary of the award date. Once vested, this award will normally be exercisable until the day before the tenth anniversary of the award date. This award is subject to a two-year holding period commencing on vesting.
This award will ordinarily vest after three years subject to the grantee's continued service.
The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation.
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Guy Gittins | ||||
| 2. | Reason for the notification | |||||
| a) | Position / status | CEO | ||||
| b) | Initial notification / amendment | Initial Notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Foxtons Group plc | ||||
| b) | LEI | 5493001HCMG6R1MYKC59 | ||||
| 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 Foxtons Group plc of £0.01 each GB00BCKFY513 | ||||
| b) | Nature of transaction | Grant of nil cost option under the LTIP Buyout award | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
N/A single transaction | ||||
| e) | Date of the transaction | 5 September 2022 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Guy Gittins | ||||
| 2. | Reason for the notification | |||||
| a) | Position / status | CEO | ||||
| b) | Initial notification / amendment | Initial Notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Foxtons Group plc | ||||
| b) | LEI | 5493001HCMG6R1MYKC59 | ||||
| 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 Foxtons Group plc of £0.01 each GB00BCKFY513 | ||||
| b) | Nature of transaction | Grant of nil cost option under the Foxtons Group plc 2022 Restricted Share Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
N/A single transaction | ||||
| e) | Date of the transaction | 5 September 2022 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Guy Gittins | ||||
| 2. | Reason for the notification | |||||
| a) | Position / status | CEO | ||||
| b) | Initial notification / amendment | Initial Notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Foxtons Group plc | ||||
| b) | LEI | 5493001HCMG6R1MYKC59 | ||||
| 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 Foxtons Group plc of £0.01 each GB00BCKFY513 | ||||
| b) | Nature of transaction | Grant of nil cost option under the Foxtons Group plc 2022 Salary Substitute Restricted Share award | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
N/A single transaction | ||||
| e) | Date of the transaction | 5 September 2022 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
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