Director/PDMR Shareholding
Updated : 15:00
NOTIFICATION OF GRANT OF SHARE AWARDS
Currys plc (the "Company")
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
Awards under the Currys plc Long Term Incentive Plan 2016
On 25 July 2022, the following awards (the "Awards") over ordinary shares of 0.1 pence in the Company ("Ordinary Shares") were granted under the Currys plc Long Term Incentive Plan 2016 ("LTIP"):
Name of Director / PDMR | Base Salary for Award (£) | Award Reference Value (£) | No. of Ordinary Shares under Award | Vesting Date | Exercise Price |
Alex Baldock | 880,000 | £2,200,000 | 3,083,824 | 25 July 2025 | Nil |
Bruce Marsh | 415,000 | £1,037,500 | 1,454,303 | 25 July 2025 | Nil |
Due to current market volatility, the share price used to determine the number of shares making up each Award (each a nil cost option) was calculated using the average mid-market price at the close of business since the announcement of the Company results on 7 July 2022 to the business day prior to grant, being 22 July 2022 (£0.7134).
The number of Ordinary Shares stated above is the maximum number that could vest to each PDMR upon full satisfaction of the performance conditions attaching to the Awards.
The Awards will ordinarily vest and become exercisable on 25 July 2025 (the "Vesting Date"), subject to each PDMR's continued service with the Company and the extent to which the performance conditions applicable to the Awards are achieved. In the case of the awards granted to Alex Baldock and Bruce Marsh, any Ordinary Shares which vest will be subject to an additional two-year holding period (on a net of tax basis) from the Vesting Date.
The performance conditions applicable to the Award are two equally weighted performance measures:
1) Relative Total Shareholder Return ("TSR")
One half of each of the Awards is subject to the achievement of a relative TSR performance condition, measured against the companies ranked in the FTSE 250 at the start of the performance period. The starting point for measurement will be 1 May 2022 and the closing point will be the final day of the 2024/2025 Financial Year, with one month averaging periods up to the beginning and end of the performance period. 25% of this portion of the Awards will vest for achievement of median TSR versus the comparator group, with maximum vesting at upper quartile or above and straight-line vesting between these two points.
2) Cumulative Free Cash Flow
The other half of the Awards is subject to the achievement of a performance condition measuring the Company's cumulative free cash flow over the three-year period starting on 1 May 2022 and ending on the final day of the 2024/2025 Financial Year. 10% of this portion of the Awards will vest if cumulative free cash flow over the three-year period is £340m, rising to 25% of this portion of the Awards vesting if cumulative free cash flow over the three-year period is £400m, and with maximum vesting if cumulative free cash flow over the three-year period is £460m or higher, and straight-line vesting between these points.
The Remuneration Committee carefully considered whether to reduce the number of shares to be allocated, from the standard 250% of base salary, given the decline in share price since the previous award and in the context of shareholder experience and recent market volatility. The Committee reviewed a number of factors including the strong financial performance of the company; the relative share price of Currys compared to European retail peers which have been impacted by concerns on future consumer spending and the economic outlook; the strong feedback from some investors that incentive awards should not be reduced; and emerging practice from other listed companies. On balance, the Committee decided that no reduction was required and will consider the formulaic outcome at the time of vesting to ensure that this is aligned with the overall performance achieved and the broader stakeholder experience. The Committee may use discretion to adjust the outcome downwards if appropriate in the specific circumstances.
Awards under the Currys Deferred Share Bonus Plan
In addition to the grant of the annual LTIP award, on 25 July 2022 the following awards over Ordinary Shares were granted under the Currys Deferred Share Bonus Plan (the "DSBP Awards"):
Name of Director / PDMR | Award Reference Value (£) | No. of Ordinary Shares under Award | Vesting Date | Exercise Price |
Alex Baldock | £367,347 | 523,659 | 25 July 2024 | Nil |
Bruce Marsh | £139,584 | 198,979 | 25 July 2024 | Nil |
The DSBP Awards represent one-third of the 2021/22 annual performance bonus entitlement granted in accordance with the Company's approved Remuneration Policy, approved by shareholders at the 2019 AGM. Further details of the 2021/22 annual performance bonus are disclosed in the 2021/22 Directors' Remuneration Report, which will be available at www.currys.com from 8 August 2022.
Each of the DSBP Awards (nil cost options) will ordinarily vest and become exercisable on the second anniversary of the date of grant. The share price used to calculate the numbers of shares was the mid-market price on the day prior to the grant, being 22 July 2022 (£0.7015).
This announcement is made in accordance with the requirements of Market Abuse Regulation Article 19.
As at the date of this announcement, the Company has 1,133,494,651 Ordinary Shares in issue.
Details of the full notifications received by the Company are set out below.
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Alex Baldock | ||||
2 | Reason for Notification | |||||
a) | Position/status | Group Chief Executive | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Currys plc | ||||
b) | LEI | 2138001E12GWLLDQQF16 | ||||
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 Shares of 0.1 pence each in Currys plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Currys plc Long Term Incentive Plan. The award will ordinarily become exercisable three years from the date of grant, subject to the grantee's continued service and the extent to which the performance conditions applicable to the award have been met, and then may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 25 July 2022 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Bruce Marsh | ||||
2 | Reason for Notification | |||||
a) | Position/status | Group Chief Financial Officer | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Currys plc | ||||
b) | LEI | 2138001E12GWLLDQQF16 | ||||
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 Shares of 0.1 pence each in Currys plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Currys plc Long Term Incentive Plan. The award will ordinarily become exercisable three years from the date of grant, subject to the grantee's continued service and the extent to which the performance conditions applicable to the award have been met, and then may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 25 July 2022 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Alex Baldock | ||||
2 | Reason for Notification | |||||
a) | Position/status | Group Chief Executive | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Currys plc | ||||
b) | LEI | 2138001E12GWLLDQQF16 | ||||
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 Shares of 0.1 pence each in Currys plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Currys Deferred Share Bonus Plan. The award will ordinarily become exercisable two years from the date of grant and then may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 25 July 2022 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Bruce Marsh | ||||
2 | Reason for Notification | |||||
a) | Position/status | Group Chief Financial Officer | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Currys plc | ||||
b) | LEI | 2138001E12GWLLDQQF16 | ||||
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 Shares of 0.1 pence each in Currys plc | ||||
Identification code | GB00B4Y7R145 | |||||
b) | Nature of the transaction | Grant of a nil cost option award under the Currys Deferred Share Bonus Plan. The award will ordinarily become exercisable two years from the date of grant and then may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 25 July 2022 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
Enquiries:
Sarah Thomas Deputy Company Secretary +44 (0)7401 373 188
Dan Homan Head of Investor Relations +44 (0)7401 400 442
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