Spire Healthcare Group plc
15 March 2024
Notification of Transactions of Persons Discharging Managerial
Responsibilities
This notification is made in
accordance with DTR 3.1.4R (1) (a) of the Disclosure and
Transparency Rules.
Grant of Deferred Share Bonus
Plan (DSBP)
Awards
Spire Healthcare Group plc (the
Company)
announces that on 14 March 2024, awards (the DSBP Awards) were granted over
the Company's ordinary shares in the form of nil-cost options to
the Directors named below, under the Company's DSBP.
Under the DSBP, Executive Directors
are required to defer a proportion of their gross bonus, received
in respect of the financial year ended 31 December 2023, into
shares in the Company for a period of three years. The Directors
listed below have the following interest in shares as deferred
share bonus awards under the DSBP:
|
Director
|
Percentage deferral of 2023 gross bonus*
|
Deferred Shares
|
|
Justin Ash
|
50%
|
152,786
|
|
Jitesh Sodha
|
33%
|
68,533
|
* To be disclosed in the 2023 Annual
Report and Accounts
The share price used to determine
the number of Deferred Shares subject to award was 238.0 pence,
being the mid-market closing share price on 13 March 2024 (the
dealing day prior to the awards being made).
The DSBP Awards will vest on the
third anniversary of the grant date on 14 March
2027.
Grant of Long Term Incentive Plan
(LTIP) awards
The Company further announces that,
on 14 March 2024, a performance share award was granted over the
Company's ordinary shares in the form of nil cost options to the
following Executive Directors and PDMR in the Company, under the
rules of the Company's Long Term Incentive Plan.
Executive
Director
Maximum number of shares under Award
Justin
Ash
542,575
Other PDMRs
John
Forrest
226,793
The number of shares set out above
represents 200% of Justin Ash's base salary and 125% of John
Forrest's base salary. It is the maximum number which may
vest under the LTIP Awards following the end of the performance
period (31 December 2026). The shareholder-approved
Remuneration Policy permits awards of up to 200% of base salary for
Executive Directors.
The actual number of shares which
vest will depend on the extent to which the relevant performance
conditions have been satisfied.
The performance conditions
applicable to the LTIP Awards will be based as follows:
·
20% on relative total shareholder return (TSR)
performance;
·
35% on ROCE performance;
·
15% on EBITDA Margin performance; and
·
30% on two Operational Excellence
measures.
Further details of these performance
conditions will be disclosed in the 2023 Annual Report and Accounts
when published.
The share price used to determine
the number of shares under the LTIP Awards was 237.0 pence being
the average of the mid-market closing share price over the five
trading days ending on 13 March 2024.
The transaction place is
London.
Notes:
1) For Justin Ash the
2024 LTIP awards described above will also be subject to a further
two-year holding period following the vesting date.
2) The
actual number of shares which vest under the LTIP awards will
depend on the extent to which the relevant performance conditions
are satisfied in due course.
Name of contact and telephone number
for queries:
Philip Davies
Company Secretary
Spire Healthcare Group
plc
Tel:
07803 508348
Notification and public disclosure
of transaction by persons discharging managerial responsibility and
persons closely associated with them
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
Justin Ash
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Chief Executive
Officer/PDMR
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Spire Healthcare Group
plc
|
|
b)
|
LEI
|
213800IBJPW3SE2RA350
|
|
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
|
Ordinary shares of 1 pence
each
GB00BNLPYF73
|
|
b)
|
Nature of the transaction
|
Grant of performance share awards
under the Company's Deferred Share Bonus Plan
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
Nil
|
152,786
|
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
As above
|
|
e)
|
Date of the transaction
|
2024-03-14
|
|
f)
|
Place of the transaction
|
XLON
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
Jitesh Sodha
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Chief Financial
Officer/PDMR
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Spire Healthcare Group
plc
|
|
b)
|
LEI
|
213800IBJPW3SE2RA350
|
|
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
|
Ordinary shares of 1 pence
each
GB00BNLPYF73
|
|
b)
|
Nature of the transaction
|
Grant of performance share awards
under the Company's Deferred Share Bonus Plan
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
Nil
|
68,533
|
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
As above
|
|
e)
|
Date of the transaction
|
2024-03-14
|
|
f)
|
Place of the transaction
|
XLON
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
a)
|
Name
|
Justin Ash
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Chief Executive
Officer/PDMR
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Spire Healthcare Group
plc
|
|
b)
|
LEI
|
213800IBJPW3SE2RA350
|
|
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
|
Ordinary shares of 1 pence
each
GB00BNLPYF73
|
|
b)
|
Nature of the transaction
|
Grant of performance share awards
under the Company's Long Term Incentive Plan
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
Nil
|
542,575
|
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
As above
|
|
e)
|
Date of the transaction
|
2024-03-14
|
|
f)
|
Place of the transaction
|
XLON
|
|
a)
|
Name
|
John Forrest
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Chief Operating
Officer/PDMR
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Spire Healthcare Group
plc
|
|
b)
|
LEI
|
213800IBJPW3SE2RA350
|
|
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
|
Ordinary shares of 1 pence
each
GB00BNLPYF73
|
|
b)
|
Nature of the transaction
|
Grant of performance share awards
under the Company's Long Term Incentive Plan
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
Nil
|
226,793
|
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
As above
|
|
e)
|
Date of the transaction
|
2024-03-14
|
|
f)
|
Place of the transaction
|
XLON
|