Director/PDMR Shareholding

23 September 2022

James Cropper Plc

(the "Company")

Grant of Awards under Long Term Incentive Plan

The Company announces that on 22 September 2022, pursuant to the Company's Long Term Incentive Plan ("LTIP"), conditional awards of ordinary shares of 25p each ("Shares"), or cash equivalent, were made to certain Directors, PDMRs and employees. The LTIP grants participating employees conditional right to become entitled to options with an exercise price of nil over Shares in the Company. Grant awards to Directors and PDMRs are set out below:

Grant Date: 22 September 2022                       Award Reference Price: 1037.0p per Share

Conditional cash awards ("Cash Awards") grant participating employees a conditional right to be paid a cash amount based on the proceeds of the sale of a specified number of Shares following the vesting of the award.

The Remuneration Committee recognises the importance of incentivising and retaining key employees and is therefore supporting of awarding the LTIPs. The LTIPs will vest in 3 years' time and in the situation of increased profitability. Therefore, despite the current challenging environment, the committee recognises this award does not place any additional financial burden on the company today and reflects improved performance in future years.

The LTIP options are subject to the achievement of pre-determined performance conditions and become exercisable at the end of a pre-determined holding period from the date of the award. Further details are set out in the appendix below:

Appendix

The number of options that can be awarded to any participant in a financial year under the Plan, determined by reference to Company's 20-day average mid-market share price at the time of the award, is limited to a maximum of 75% of the participant's basic salary.

The LTIP awards are subject to the achievement of certain performance conditions, specific to each participant, as set out below: 

Conditions of Award for Participants

(i)            Earnings per share conditions: (40%)

-               Awards will vest in full on the third anniversary of the Award provided the growth in the Company's earnings per share, adjusted for IFRS pension adjustments and exceptional items, between the preceding financial year end when the award was granted and the preceding financial year end when the grant is vested exceed the increase in retail price index plus 65% per annum; or

-               Awards will vest proportionally between 10% and 100% on the third anniversary of the Award if the growth in the Company's earnings per share, adjusted for IFRS adjustments and exceptional items, between the preceding financial year end when the award was granted and the preceding financial year end when the grant is vested equate to or exceed the increase in retail price index plus 45% but less than the increase in retail price index plus 65% per annum; or

-               Awards will lapse on the third anniversary of the Award if the growth in the Company's earnings per share, adjusted for IFRS pension adjustments and exceptional items, between the preceding financial year end when the award was granted and the preceding financial year end when the grant is vested, does not exceed the increase in retail price plus 45% per annum.

(ii)           Gross operating cash flow: (30%)

-               Awards will vest in full on the third anniversary of the granting of the award, provided the cumulative level of gross operating cash flow over the three year business plan for 2022-2025, as agreed at the time of granting the award, is achieved; or

-               Awards will vest proportionately between 10% and 100% on the third anniversary of granting the award, provided the cumulative level of gross operating cash flow over the three year business plan for 2022-2025, as agreed at the time of granting the award, amounts to between 80% and 100% of the target set out in the three year business plan; or

-               Awards will lapse on the third anniversary of the granting of the award if the cumulative gross operating cash flow over the three year business plan for 2022-2025, as greed at the time of granting the award, is less than 80% of the target set out in the three year business plan.

(iii)          ESG target: (30%)

-               Awards will vest in full on the third anniversary of the granting of the award, provided the reduction in the carbon emissions intensity ratio (as per the Streamlined Energy and Carbon Report (SECR) reporting) over the three year business plan for 2022-2025 as agreed at the time of granting the award, is achieved; or

-               Awards will vest proportionately between 10% and 100% on the third anniversary of granting the award, provided the reduction in the carbon emissions intensity ration (as per SECR reporting) over the three year business plan for 2022-2025, as agreed at the time of granting the award, amounts to between 80% and 100% of the target; or

-               Awards will lapse on the third anniversary of the granting of the award if the reduction in the carbon emissions intensity ratio (as per SECR reporting) over the three year business plan for 2022-2025, as agreed at the time of granting the award, is less than 80% of the target.

 Enquiries:

The information below (set out in accordance with the requirements of EU Market Abuse Regulation) provides further detail: