Director/PDMR Shareholding
Updated : 16:36
DIRECTOR/PDMR NOTIFICATION SDL PLC
12 April 2018
SDL PLC Director/PDMR Notification
SDL PLC (the "Company") makes the following announcement regarding its Directors' participation in the SDL Long Term Incentive Plan 2016.
1 | Details of the person discharging managerial responsibilities/person closely associated
| ||||
a) | Name
| Adolfo Hernandez | |||
2 | Reason for the notification LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period, as below, applies. | ||||
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
| SDL PLC | |||
b) | LEI
| 213800OF4AGCOPWAL341 | |||
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
| Nil cost option over ordinary shares of 1 pence each in SDL PLC
ISIN GB0009376368 | |||
b) | Nature of the transaction
| LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period, as below, applies. | |||
c) | Price(s) and volume(s)
| Price(s)
| Volume(s) | ||
N/A | 311,721 representing 2.5X base salary | ||||
|
|
|
| ||
d) | Aggregated information
- Aggregated volume
- Price
| Price | Aggregated volume | Aggregate total | |
| 311,721 |
| |||
e) | Date of the transaction
| 11 April 2018 | |||
f) | Place of the transaction | Outside a trading venue, London | |||
| Additional Information: Performance Conditions and Holding Period
| Half of the awards will be subject to relative Total Shareholder Return (TSR) targets and the other half subject to EPS growth targets. Each element will be assessed independently of the other. Performance will be measured over the three-year period ending 31 December 2020 Relative TSR targets (50% of the award) The TSR of the Company will be compared to that of the constituents of the FTSE Small Cap Index (excluding Investment Trusts) over the performance period, and will vest according to the following schedule: TSR Performance Proportion of award subject to TSR target that vests Below Median 0% Median ranking 25% Upper Quartile ranking or higher 100% Pro-rata vesting between median and upper quartile
These TSR targets are unchanged compared to the 2017 LTIP award.
EPS growth targets (50% of the award) Fully Diluted, Adjusted EPS for FY 2020 Proportion of award subject to EPS target that vests Less than 24p 0% 24p 25% 27.5p or higher 100% Pro-rata vesting between the threshold and stretch performance points.
These EPS targets were set according to the following considerations, and are compared to the EPS targets in the 2017 LTIP award here:
The fully diluted, adjusted EPS on continuing operations for 2017, the base figure upon which the above targets are based, was 18.8p. Therefore, the above EPS growth targets represent compound annual growth rates of 8-13%.
During 2017 the company changed its accounting policy to begin to capitalize R&D expenditure. During 2017, £2.5m of R&D expenditure was capitalized and there has been no amortization yet of this capitalized R&D. However, by 2020, assuming that the company's R&D expenditure continues at approximately the same level as today, it is expected that the annual capitalized amount of R&D expenditure will be less than £1m above the annual amortisation of historic capitalized R&D balances. Thus, the effect of the change in accounting policy on R&D is to increase the fully diluted, adjusted EPS in 2017, by approximately 2.5p/share whilst, likely, only increasing by approximately 1p/share the fully diluted, adjusted EPS in 2020. Therefore, the effect of the change in this accounting policy is to reduce the implied EPS target growth rate required in the 2018 LTIP award.
On an underlying basis, removing this distorting effect of the change in accounting policy to capitalize R&D expenditure, the above EPS targets actually represent approximately the same compound annual growth rates in EPS as the up to 17% CAGR required in the 2017 LTIP award.
Holding Period To the extent they vest, awards will be subject to a post-vesting holding period of two years. This requires Executive Directors to hold on to the net of tax number of vested awards for a period of two years following vesting. | |||
|
|
|
|
|
|
1 | Details of the person discharging managerial responsibilities/person closely associated
| ||||
a) | Name
| Xenia Walters | |||
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 LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period applies. | ||||
a) | Name
| SDL PLC | |||
b) | LEI
| 213800OF4AGCOPWAL341 | |||
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
| Nil cost option over ordinary shares of 1 pence each in SDL PLC
ISIN GB0009376368 | |||
b) | Nature of the transaction
| LTIP awarded under the SDL Long Term Incentive Plan 2016 that was approved by shareholders at the Company's Annual General Meeting on 28 April 2016. Performance conditions and holding period applies. | |||
c) | Price(s) and volume(s)
| Price(s)
| Volume(s) | ||
N/A | 71,072 representing 1X base salary | ||||
|
|
|
| ||
d) | Aggregated information
- Aggregated volume
- Price
| Price | Aggregated volume | Aggregate total | |
| 71,072 |
| |||
e) | Date of the transaction
| 11 April 2018 | |||
f) | Place of the transaction | Outside a trading venue, London | |||
| Additional information: Performance Conditions and Holding Period | Half of the awards will be subject to relative Total Shareholder Return (TSR) targets and the other half subject to EPS growth targets. Each element will be assessed independently of the other. Performance will be measured over the three-year period ending 31 December 2020 Relative TSR targets (50% of the award) The TSR of the Company will be compared to that of the constituents of the FTSE Small Cap Index (excluding Investment Trusts) over the performance period, and will vest according to the following schedule: TSR Performance Proportion of award subject to TSR target that vests Below Median 0% Median ranking 25% Upper Quartile ranking or higher 100% Pro-rata vesting between median and upper quartile.
These TSR targets are unchanged compared to the 2017 LTIP award.
EPS growth targets (50% of the award) Fully Diluted, Adjusted EPS for FY 2020 Proportion of award subject to EPS target that vests Less than 24p 0% 24p 25% 27.5p or higher 100% Pro-rata vesting between the threshold and stretch performance points.
These EPS targets were set according to the following considerations, and are compared to the EPS targets in the 2017 LTIP award here:
The fully diluted, adjusted EPS on continuing operations for 2017, the base figure upon which the above targets are based, was 18.8p. Therefore, the above EPS growth targets represent compound annual growth rates of 8-13%.
During 2017 the company changed its accounting policy to begin to capitalize R&D expenditure. During 2017, £2.5m of R&D expenditure was capitalized and there has been no amortization yet of this capitalized R&D. However, by 2020, assuming that the company's R&D expenditure continues at approximately the same level as today, it is expected that the annual capitalized amount of R&D expenditure will be less than £1m above the annual amortisation of historic capitalized R&D balances. Thus, the effect of the change in accounting policy on R&D is to increase the fully diluted, adjusted EPS in 2017, by approximately 2.5p/share whilst, likely, only increasing by approximately 1p/share the fully diluted, adjusted EPS in 2020. Therefore, the effect of the change in this accounting policy is to reduce the implied EPS target growth rate required in the 2018 LTIP award.
On an underlying basis, removing this distorting effect of the change in accounting policy to capitalize R&D expenditure, the above EPS targets actually represent approximately the same compound annual growth rates in EPS as the up to 17% CAGR required in the 2017 LTIP award.
Holding Period To the extent they vest, awards will be subject to a post-vesting holding period of two years. This requires Executive Directors to hold on to the net of tax number of vested awards for a period of two years following vesting. | |||
|
|
|
|
|
|
Following this notification, the individuals listed above hold shares and options over the following total number of shares:
Director / PDMR | Total number of shares held | Total number of shares over which options held |
Adolfo Hernandez | 140,000 | 832,075 |
Xenia Walters | 10,490 | 71,072 |
For further information please contact:
Pamela Pickering
Company Secretary
Tel: +44 (0)1628 417241
This information is provided by RNS