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H&T Group plc
("H&T", the "Company" or the "Group")
2024 Performance Share Plan Awards
Vesting of 2021 PSP Awards
Purchase of Shares by EBT
H&T Group plc, the UK's largest pawnbroker and a leading retailer of high quality new and pre-owned jewellery and watches, announces the adoption of its 2024 Performance Share Plan ("2024 PSP") which has been approved by the Remuneration Committee. Further details on the scheme, which will apply to senior management and Executive Directors of the Company, are set out below.
In accordance with the rules of the 2024 PSP, eligible employees will be entitled to acquire a maximum number of ordinary shares of 5p in the Company ("Ordinary Shares") on or after 31 December 2026 at nil price, subject to the Company achieving the minimum reported performance criteria.
Summary details are set out below:
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2024 Grant |
The grants of shares are a proportion of salary as follows: · Executive Directors - 125% of base salary · Christopher Gillespie, CEO: 111,335 · Diane Giddy, CFO: 80,808 · Senior management - 35% to 75% of base salary The maximum total value of the shares granted to all recipients under the 2024 PSP is expected to be in the order of £1.17m, equivalent to circa 444,000 shares.
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Performance period |
The performance period for the 2024 grant is 1 January 2024 to
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Vesting |
The scheme is planned to vest at the end of 2026.
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Performance conditions |
The scheme is split equally based on targets for total shareholder return (TSR) and growth in basic earnings per share (EPS) measured over the three-year performance period.
The minimum, target and maximum thresholds, with reference to growth over 2023 or the average share price over the 90 day period to the end of March 31 2024, are:
The 2024 PSP has three threshold levels, with a target threshold level, interjacent the minimum and maximum thresholds.
For performance below the minimum no award will vest, at the minimum 30% (2023: 30%) of the award will vest, at the target 50% of the award will vest (2023: 50%), and at or above the maximum 100% (2023: 100%) of the award will vest. A sliding scale of vesting, on a straight-line basis applies between the minimum, target and maximum TSR and EPS targets.
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Share retention period |
Executive Directors are subject to a two-year share retention period for shares awarded under the scheme.
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Clawback and withholding |
The 2024 PSP rules include standard Malus and Clawback provisions. |
Vesting of 2021 PSP Awards
The Company also announces that on 17 May 2024, following the vesting of awards under the 2021 PSP, Chris Gillespie, Chief Executive Officer, exercised options over 66,665 Ordinary Shares and Diane Giddy, Chief Financial Officer, exercised options over 29,354 Ordinary Shares.
Under the rules of the 2021 PSP, eligible employees are to entitled to acquire Ordinary Shares at nil price ("Award Shares"), subject to the Company achieving certain reported performance targets. The performance targets were split equally based on targets for Total Shareholder Return (TSR) and growth in basic Earnings Per Share (EPS) measured over the three-year performance period. The TSR target was not achieved and the EPS achieved a proportionate target of 44.3% resulting in a total of 198,136 Award Shares vesting and subsequently being exercised.
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Name |
PSP Awards exercised
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Ordinary Shares sold |
New holding of Ordinary Shares |
% of Company's issued share capital |
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Chris Gillespie, CEO |
66,665 |
- |
191,665 |
0.4% |
|
Diane Giddy, CFO |
29,354 |
16,081 |
28,273 |
0.1% |
All of the Award Shares exercised were satisfied through the Company's Employees Benefit Trust ("EBT"). As a result the total number of voting rights in H&T remains 43,987,934 Ordinary Shares.
Following the exercise of her Award Shares, Diane Giddy sold 16,081 Ordinary Shares at price of 416.61 pence to cover personal tax liabilities.
Purchase of Shares by EBT
On 17 May 2024, the EBT purchased 87,513 Ordinary Shares at a price of 416.61 pence. Following this transaction and the transfer of Ordinary Shares to satisfy the awards under the PSP scheme, the EBT holds 508,048 Ordinary Shares, representing 1.15 per cent. of the Company's total voting rights.
Enquiries:
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H&T Group plc Chris Gillespie, Chief Executive Officer Diane Giddy, Chief Financial Officer
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+44(0)20 8225 2700 |
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Shore Capital Ltd (Nominated Adviser and Joint Broker) Stephane Auton / Sophie Collins (Corporate Advisory) Guy Wiehahn (Corporate Broking) |
+44(0)20 7408 4090
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Canaccord Genuity Limited (Joint Broker) Emma Gabriel / George Grainger
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+44(0)20 7523 8000 |
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Alma Strategic Communications (PR) Sam Modlin Andy Bryant Rebecca Sanders-Hewett Will Merison |
+44(0)20 3405 0205 |
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Chris Gillespie |
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2
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Reason for the notification
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a)
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Position/status
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Chief Executive Officer |
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b)
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Initial notification/amendment
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Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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H&T Group plc |
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b)
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LEI
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2138006N2X1XSBSDSU74 |
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4
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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
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a)
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Description of the financial instrument, type of instrument
Identification code
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H&T Group plc ordinary shares of 5 pence
GB00B12RQD06 |
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b)
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Nature of the transaction
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Award of Options under 2024 Performance Share Plan |
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c)
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Price(s) and volume(s)
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d)
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Aggregated information
- Aggregated volume
- Price
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N/A (single transaction) |
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e)
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Date of the transaction
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17 May 2024 |
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f)
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Place of the transaction
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Outside of a trading venue |
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Diane Giddy |
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2
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Reason for the notification
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a)
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Position/status
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Chief Financial Officer |
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b)
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Initial notification/amendment
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Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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H&T Group plc |
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b)
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LEI
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2138006N2X1XSBSDSU74 |
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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
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a)
|
Description of the financial instrument, type of instrument
Identification code
|
H&T Group plc ordinary shares of 5 pence
GB00B12RQD06 |
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b)
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Nature of the transaction
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Award of Options under 2024 Performance Share Plan |
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c)
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Price(s) and volume(s)
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d)
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Aggregated information
- Aggregated volume
- Price
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N/A (single transaction) |
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e)
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Date of the transaction
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17 May 2024 |
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f)
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Place of the transaction
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Outside of a trading venue |
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Christopher Gillespie |
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2
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Reason for the notification
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a)
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Position/status
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Chief Executive Officer |
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b)
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Initial notification/amendment
|
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
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a)
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Name
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H&T Group plc |
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b)
|
LEI
|
2138006N2X1XSBSDSU74 |
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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
|
H&T Group plc ordinary shares of 5 pence
GB00B12RQD06 |
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b)
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Nature of the transaction
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Exercise of options |
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c)
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Price(s) and volume(s)
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d)
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Aggregated information
- Aggregated volume
- Price
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N/A (single transaction) |
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e)
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Date of the transaction
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17 May 2024 |
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f)
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Place of the transaction
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Outside of a trading venue |
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1
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Details of the person discharging managerial responsibilities / person closely associated
|
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a)
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Name
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Diane Giddy |
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2
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Reason for the notification
|
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a)
|
Position/status
|
Chief Financial Officer |
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b)
|
Initial notification/amendment
|
Initial notification |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
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a)
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Name
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H&T Group plc |
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b)
|
LEI
|
2138006N2X1XSBSDSU74 |
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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
|
H&T Group plc ordinary shares of 5 pence
GB00B12RQD06 |
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b)
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Nature of the transaction
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Exercise of options |
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c)
|
Price(s) and volume(s)
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|
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d)
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Aggregated information
- Aggregated volume
- Price
|
N/A (single transaction) |
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e)
|
Date of the transaction
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17 May 2024 |
||||
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f)
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Place of the transaction
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Outside of a trading venue |
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1
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Details of the person discharging managerial responsibilities / person closely associated
|
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a)
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Name
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Diane Giddy |
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2
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Reason for the notification
|
|||||
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a)
|
Position/status
|
Chief Financial Officer |
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b)
|
Initial notification/amendment
|
Initial notification |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
|
a)
|
Name
|
H&T Group plc |
||||
|
b)
|
LEI
|
2138006N2X1XSBSDSU74 |
||||
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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
|
H&T Group plc ordinary shares of 5 pence
GB00B12RQD06 |
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b)
|
Nature of the transaction
|
Sale of Ordinary Shares |
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c)
|
Price(s) and volume(s)
|
|
||||
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d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transaction) |
||||
|
e)
|
Date of the transaction
|
17 May 2024 |
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|
f)
|
Place of the transaction
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London Stock Exchange, AIM Market (XLON) |
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H&T Group plc adopted its 2024 Performance Share Plan on May 17, 2024, expecting a maximum total grant value of £1.17m (circa 444,000 shares), including 111,335 shares for CEO Christopher Gillespie and 80,808 for CFO Diane Giddy. Concurrently, 198,136 shares from the 2021 PSP vested on May 17, 2024, leading to Chris Gillespie exercising options for 66,665 shares and Diane Giddy exercising options for 29,354 shares. On the same date, Diane Giddy sold 16,081 shares at 416.61 pence, and the Employees Benefit Trust purchased 87,513 Ordinary Shares at 416.61 pence, bringing its total holding to 508,048 shares, representing 1.15% of voting rights.
| Date | 17 May 2024 |
| Time | 17:19:21 |
| Category |
| Director/PDMR dealings |
| ID | 9838O |