Gym Group PLC (The) Director/PDMR Shareholding (3342M)
September 13 2023 - 8:00AM
UK Regulatory
TIDMGYM
RNS Number : 3342M
Gym Group PLC (The)
13 September 2023
13 September 2023
The Gym Group plc
("the Company")
Notification of transactions by Directors/PDMRs
The Company announces that on 13 September 2023 ("Date of
Grant"), awards over ordinary shares of 0.01p each in the capital
of the Company ("Shares") were made under the terms of The Gym
Group plc Performance Share Plan ("PSP") to the below Executive
Director and person discharging managerial responsibility
("PDMR"):
Name Executive Director/ Award Number of Shares under
PDMR award
Will Orr Executive Director PSP Award 717,697
--------------------- --------------- -----------------------
Buy-out Award 246,067
------------------------------------------------ -----------------------
The awards made to Will Orr represent a PSP award over shares
worth 175% of his salary ("PSP Award") and a buy-out of awards from
a previous employer that were forfeited on his joining the Company
("Buy-out Award") (collectively the "Awards").
The number of shares of the Awards were calculated on the basis
of a share price of 103.63 pence, being the Company's three-month
average share price prior to the Date of Grant. The Awards
represent 0.01p par value options which, to the extent that the
Awards vest, provide for Shares to be delivered to the individuals
for 0.01p consideration per Share.
PSP Award conditions
The performance measures and targets conditions applicable to
the award are consistent with the 2023 PSP grant made to Ann-marie
Murphy and Luke Tait as set out in the Company's announcement dated
30 March 2023 (RNS: 8313U). Consistent with the other Executive
Directors, the Relative and Absolute Total Shareholder Return
("TSR") measures will be assessed based on a three year performance
period commencing on the date of grant. The detail of the
performance conditions is set out in the 2022 Annual Report and
Accounts on page 97.
Vesting of the PSP Award is subject to the satisfaction of three
performance conditions in respect of:
- Absolute Total Shareholder Return (Compound annual growth in
adjusted Gym Group share price) (40% weighting);
- Relative Total Shareholder Return measured against
constituents of the FTSE SmallCap (excluding ITs and REITs) (40%
weighting); and
- Social Value generated during financial year 2025 (20% weighting).
A holding period of two years from date of vesting is applicable
to the PSP Award granted to Will.
Buy-out Award conditions
The Buy-out Award is made in accordance with the rules of the
PSP and the Company's Directors' Remuneration Policy, which permits
the making of buy-out awards in connection with a recruitment to
buy out awards forfeited by an individual on leaving a previous
employer. This can include making awards of restricted shares where
necessary, provided that the quantum and terms of the new awards
are considered to appropriately reflect the potential value and
vesting terms of the forfeited awards in the previous employer.
The Buy-out Award consists of an award over Company shares - 50%
of the Buy-out Award will vest on the first-year anniversary of the
date of grant and the remaining 50% of the Buy-out Award will vest
on the second-year anniversary of the date of grant, subject to the
rules of the PSP. There is no post-vesting holding period
applicable to the Buy-out Award.
These terms were agreed in the recruitment process to reflect
the terms and the potential value of cash bonus (GBP180,000) and
share awards (GBP75,000) with the previous employer which were
forfeited by agreeing to join the Company. The Remuneration
Committee resolved to deliver the Buy-out Award fully in shares
subject to an extended vesting period to provide further alignment
with shareholders.
The relevant notifications set out below are provided in
accordance with the requirements of Article 19 of the EU Market
Abuse Regulation.
1. Details of PDMR / person closely associated with them
("PCA")
a) Name Will Orr
----------------------- -----------------------------------------------
2. Reason for the notification
------------------------------------------------------------------------
a) Position / status Chief Executive Officer
----------------------- -----------------------------------------------
b) Initial notification Initial notification
/ amendment
----------------------- -----------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name The Gym Group plc
----------------------- -----------------------------------------------
b) LEI 213800VCU9TBANZIN455
----------------------- -----------------------------------------------
2. 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 Ordinary Shares of 0.01p each
of the financial ISIN: GB00BZBX0P70
instrument
----------------------- -----------------------------------------------
b) Nature of the 1. PSP Award over shares granted pursuant
transaction to The Gym Group Performance Share Plan.
2. Buy-out Award over shares granted
pursuant to The Gym Group Performance
Share Plan.
----------------------- -----------------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) 1 Nil 717,697
--------------- -------------------
2 Nil 246,067
--------------- -------------------
----------------------- -----------------------------------------------
d) Aggregated information
Aggregated volume N/A (single transaction)
Price
----------------------- -----------------------------------------------
e) Date of the 13 September 2023
transaction
----------------------- -----------------------------------------------
f) Place of the Outside a trading venue
transaction
----------------------- -----------------------------------------------
For further information, please contact:
The Gym Group plc: via Instinctif Partners
John Treharne, Chair of the Board
Will Orr, Chief Executive Officer
Luke Tait, Chief Financial Officer
Katharine Wynne, Investor Relations
Instinctif Partners (Financial
PR)
Matthew Smallwood
Justine Warren
Joe Quinlan +44 (0)20 7457 2020
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