AIM: WYN
The announcement below replaces RNS Number 7856B, issued on 2
February 2024. All details of the original announcement
remain unchanged save for the additional information: on 1
February 2024, the Company's ESOP Trust issued a further 34,280
Ordinary Shares for nil consideration to certain employees, who
were recipients of the 2020 PSP. Following this, the Company's ESOP
Trust has a total interest in 82,104 Ordinary Shares, representing
0.36% of the issued share capital of the Company. The full amended
text is shown below.
WYNNSTAY
GROUP PLC
("Wynnstay" or "the Company")
Award of Options and ESOP
Trust Transactions
Wynnstay, the agricultural and
specialist merchanting group, announces the award of options
("Options") on 1 February 2024 over ordinary shares of 25p each in
the Company ("Ordinary Shares"), approved under the terms of the
established Wynnstay Performance Share Plan (the
"Plan").
The Options offer the recipients the
entitlement to acquire a maximum number of Ordinary Shares ("Award
Shares") on or after 31 October 2026 at nil cost, subject to the
Company achieving the following minimum reported performance
criteria:
|
1.
|
75% of the Award Shares will vest if
the Company's Earnings Per Share ("EPS") grows at an annual rate
exceeding the rate of growth of the Retail Price Index ("RPI") plus
8%. Where this growth is not met, provided EPS grows at an annual
rate of at least RPI plus 1%, 30% of the Award Shares tested under
the EPS target will vest. Between these criteria, the Award Shares
will vest on a straight-line basis.
|
|
2.
|
25% of the Award Shares will vest if
the Company's Return on Capital Employed ("ROCE") is 12.6% for the
financial year ending 31 October 2026. Where this target is not
met, provided a minimum ROCE employed of 10% is met, the Award
Shares will vest between these two criteria on a straight-line
basis.
|
The total number of Award Shares over which Options have been
granted amounts to 285,036 including 146,210 granted to Persons
Discharging Managerial responsibility (PDMR), as
follows:
|
Name
|
Title
|
Maximum number of Award Shares
|
|
Gareth Davies
|
Chief Executive Officer
|
86,426
|
|
Rob Thomas
Claire Williams
|
Group Finance Director
Company Secretary
|
49,352
10,432
|
The Remuneration Committee has
responsibility for determining the award of Options and the
performance targets under the Plan.
ESOP Trust Transactions
On 1 February 2024, the Company's
ESOP Trust issued 6,974 and 3,664 Ordinary Shares to Gareth Davies,
CEO and Claire Williams, Company Secretary, respectively in
relation to the Plan.
Following these transactions, Gareth
Davies, Chief Executive Officer, has a total beneficial interest in
57,117 Ordinary Shares, representing 0.25% of the issued share
capital of the Company, and Claire Williams, Company Secretary, has
a total beneficial interest in 6,922 Ordinary Shares, representing
0.03% of the issued share capital of the Company.
In addition on 1 February 2024, the
Company's ESOP Trust issued a further 34,280 Ordinary Shares for
nil consideration to certain employees, who were recipients of the
2020 PSP
Following these transactions, the
Company's ESOP Trust has a total interest in 82,104 Ordinary
Shares, representing 0.36% of the issued share capital of the
Company.
Following these transactions and for
the purposes of the Financial Conduct Authority's Disclosure and
Transparency Rules, the total number of Ordinary Shares in issue
will be 22,980,232 with each share carrying the right to one vote.
There are no shares held in treasury. Therefore, the total number
of voting rights in the Company at Admission will be
22,980,232.
The above figure may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the Disclosure and Transparency Rules.
|
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Gareth Wynn Davies
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Chief Executive Officer
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Wynnstay Group plc
|
|
b)
|
LEI
|
213800TOLA726AITR960
|
|
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 25 pence each in
the Company
GB0034212331
|
|
b)
|
Nature of the transaction
|
Award of Options under the Company's
Performance Share Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
86,426 Ordinary Shares
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transactions)
|
|
e)
|
Date of the transactions
|
01/02/2024
|
|
f)
|
Place of the transaction
|
Outside of a trading
venue.
|
|
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Rob Thomas
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Group Finance Director
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Wynnstay Group plc
|
|
b)
|
LEI
|
213800TOLA726AITR960
|
|
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 25 pence each in
the Company
GB0034212331
|
|
b)
|
Nature of the transaction
|
Award of Options under the Company's
Performance Share Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
49,352 Ordinary Shares
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transactions)
|
|
e)
|
Date of the transactions
|
01/02/2024
|
|
f)
|
Place of the transaction
|
Outside of a trading
venue.
|
|
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Claire Alexander Williams
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Company Secretary
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Wynnstay Group plc
|
|
b)
|
LEI
|
213800TOLA726AITR960
|
|
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 25 pence each in
the Company
GB0034212331
|
|
b)
|
Nature of the transaction
|
Award of Options under the Company's
Performance Share Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
10,432 Ordinary Shares
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transactions)
|
|
e)
|
Date of the transactions
|
01/02/2024
|
|
f)
|
Place of the transaction
|
Outside of a trading
venue.
|
|
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Gareth Wynn Davies
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Chief Executive Officer
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Wynnstay Group plc
|
|
b)
|
LEI
|
213800TOLA726AITR960
|
|
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 25 pence each in
the Company
GB0034212331
|
|
b)
|
Nature of the transaction
|
(1) Exercise of Options to
receive Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
0 pence per share
|
6,974 Ordinary Shares
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transactions)
|
|
e)
|
Date of the transactions
|
01/02/2024
|
|
f)
|
Place of the transaction
|
(1) Outside of a trading
venue.
|
|
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Claire Alexander Williams
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Company Secretary
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Wynnstay Group plc
|
|
b)
|
LEI
|
213800TOLA726AITR960
|
|
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 25 pence each in
the Company
GB0034212331
|
|
b)
|
Nature of the transaction
|
(1) Exercise of Options to
receive Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
0 pence per share
|
3,664 Ordinary Shares
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A (single transactions)
|
|
e)
|
Date of the transactions
|
01/02/2024
|
|
f)
|
Place of the transactions
|
(1) Outside of a trading
venue.
|
|
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
|
a)
|
Name
|
Wynnstay ESOP Trust (the
"ESOP")
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Gareth Davies and Rob Thomas, both
directors of the Company, are trustees of the ESOP
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Wynnstay Group plc
|
|
b)
|
LEI
|
213800TOLA726AITR960
|
|
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 25 pence each in
the Company
GB0034212331
|
|
b)
|
Nature of the transaction
|
(1) Fulfilment of PSP options
for Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
0 pence per share
|
44,918 Ordinary Shares
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A single transactions
|
|
e)
|
Date of the transactions
|
(1) 01/02/2024
(2)
|
|
f)
|
Place of the transactions
|
(1) Outside of a trading venue.
|
Enquiries:
|
Wynnstay Group plc
|
Gareth Davies, Chief
Executive
Rob Thomas, Group Finance
Director
|
T: 01691 827 142
|
|
|
|
|
|
KTZ Communications
|
Katie Tzouliadis / Robert
Morton
|
T: 020 3178 6378
|
|
Shore Capital
(Nomad and Broker)
|
Stephane Auton / Tom Knibbs /Rachel
Goldstein (Corporate Advisory)
Henry Willcocks (Corporate
Broking)
|
T: 020 7408 4090
|