Bakkavor Group plc
Transaction by PDMRS
13 April 2023
Bakkavor Group plc
(the "Company" or "Bakkavor")
NOTIFICATION DEALING WITH GRANT OF AWARDS TO PDMRS
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them in accordance with the Market Abuse Regulations.
LTIP Awards
On 12 April 2023 the following awards over ordinary shares of 2 pence in Bakkavor Group plc were granted under the Bakkavor Group plc Long Term Incentive Plan to the following persons discharging managerial responsibilities:
PDMR |
No. of shares under Award |
Type of Award |
Michael Edwards |
1,034,482 |
Performance Share Award |
Ben Waldron |
665,024 |
Performance Share Award |
Donna-Maria Lee |
85,233 |
Restricted Share Award |
Donna-Maria Lee |
170,466 |
Performance Share Award |
David Selleck |
68,965 |
Restricted Share Award |
David Selleck |
137,931 |
Performance Share Award |
Shona Taylor |
66,502 |
Restricted Share Award |
Shona Taylor |
133,004 |
Performance Share Award |
The awards noted above are structured as nil cost options.
The awards will ordinarily become exercisable on the third anniversary of grant subject to the grantee's continued service and, in the case of the Performance Share Awards, only to the extent to which adjusted earnings per share ("EPS") and total shareholder return ("TSR") performance conditions set for the award are satisfied that each apply with equal weighting.
The EPS targets set for the Performance Share Awards require EPS for the 2025 financial year to be at least 10.0 pence, for which one-quarter of the EPS element may vest, rising on a straight-line basis to full vesting of the EPS element for EPS for the 2025 financial year of 11.5 pence or more.
The TSR targets set for the Performance Share Awards measure the Company's TSR performance over three financial years (ending with the 2025 financial year) relative to that of a bespoke group of comparator companies. One quarter of the TSR element may vest for median relative TSR performance, rising on a straight-line basis to full vesting of the TSR element for upper quartile or better relative TSR performance.
The awards granted to Mr Edwards and Mr Waldron include a two-year post-vesting holding period requirement in respect of which vested shares (net of tax) acquired under the awards must be retained until at least the second anniversary of the vesting of the awards.
Deferred Bonus Awards
On 12 April 2023 the following awards over ordinary shares of 2 pence in Bakkavor Group plc were granted under the Bakkavor Group plc Deferred Annual Bonus Plan ("DABP") to the following persons discharging managerial responsibilities:
PDMR |
No. of shares (or notional shares) under Award |
Type of Award |
Michael Edwards |
54,249 |
Nil cost Option |
Ben Waldron |
42,042 |
Nil cost Option |
The awards noted above are structured as nil cost options and will ordinarily become exercisable on the third anniversary of grant subject to the grantee's continued service.
Notifications
Details of the full notifications received by the Company are set out below.
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
a) |
Name |
Michael Edwards |
2 |
Reason for Notification |
|
a) |
Position/status |
Chief Executive Officer |
b) |
Initial notification/Amendment |
Initial Announcement |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Bakkavor Group plc |
b) |
LEI |
213800COL7AD54YU9949 |
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 2 pence each in Bakkavor Group plc GB00BF8J3Z99 |
b) |
Nature of the transaction |
1. Grant of a nil cost option award under the Bakkavor Group plc Long Term Incentive Plan. A Performance Share Award which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. A two year (net of tax) post vesting holding requirement applies to the award. 2. Grant of a nil cost option award under the Bakkavor Group plc Deferred Annual Bonus Plan. The award will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. |
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
Nil |
1,034,482 |
|
Nil |
54,249 Nil cost option under DABP |
|
d) |
Aggregated information - Aggregated volume - Price |
1,088,731 Nil |
e) |
Date of the transaction |
12 April 2023 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
a) |
Name |
Ben Waldron |
2 |
Reason for Notification |
|
a) |
Position/status |
Chief Financial Officer |
b) |
Initial notification/Amendment |
Initial Announcement |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Bakkavor Group plc |
b) |
LEI |
213800COL7AD54YU9949 |
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 2 pence each in Bakkavor Group plc GB00BF8J3Z99 |
b) |
Nature of the transaction |
1. Grant of a nil cost option award under the Bakkavor Group plc Long Term Incentive Plan. A Performance Share Award which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return conditions are met.A two year (net of tax) post vesting holding requirement applies to the award. 2.Grant of a nil cost option award under the Bakkavor Group plc Deferred Annual Bonus Plan. The award will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. |
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
Nil |
665,024 Performance Share Award under LTIP |
|
Nil |
42,042 Nil cost option under DABP |
|
d) |
Aggregated information - Aggregated volume - Price |
707,066 Nil |
e) |
Date of the transaction |
12 April 2023 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
a) |
Name |
Donna-Maria Lee |
2 |
Reason for Notification |
|
a) |
Position/status |
Chief People Officer |
b) |
Initial notification/Amendment |
Initial Announcement |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Bakkavor Group plc |
b) |
LEI |
213800COL7AD54YU9949 |
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 2 pence each in Bakkavor Group plc GB00BF8J3Z99 |
b) |
Nature of the transaction |
Grant of nil cost option awards under the Bakkavor Group plc Long Term Incentive Plan. One award is a Performance Share Award and the other a Restricted Share Award both of which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. No performance conditions apply to the Restricted Share Award. |
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
Nil Nil |
170,466 Performance Share Award under LTIP 85,233 Restricted Share Award under LTIP |
|
d) |
Aggregated information - Aggregated volume - Price |
255,699 Nil |
e) |
Date of the transaction |
12 April 2023 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
a) |
Name |
David Selleck |
2 |
Reason for Notification |
|
a) |
Position/status |
Managing Director - Meals |
b) |
Initial notification/Amendment |
Initial Announcement |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Bakkavor Group plc |
b) |
LEI |
213800COL7AD54YU9949 |
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 2 pence each in Bakkavor Group plc GB00BF8J3Z99 |
b) |
Nature of the transaction |
Grant of nil cost option awards under the Bakkavor Group plc Long Term Incentive Plan. One award is a Performance Share Award and the other a Restricted Share Award both of which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. No performance conditions apply to the Restricted Share Award. |
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
Nil Nil |
137,931 Performance Share Award under LTIP 68,965 Restricted Share Award under LTIP |
|
d) |
Aggregated information - Aggregated volume - Price |
206,896 Nil |
e) |
Date of the transaction |
12 April 2023 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|
a) |
Name |
Shona Taylor |
2 |
Reason for Notification |
|
a) |
Position/status |
Managing Director - Bakery |
b) |
Initial notification/Amendment |
Initial Announcement |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
a) |
Name |
Bakkavor Group plc |
b) |
LEI |
213800COL7AD54YU9949 |
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 2 pence each in Bakkavor Group plc GB00BF8J3Z99 |
b) |
Nature of the transaction |
Grant of nil cost option awards under the Bakkavor Group plc Long Term Incentive Plan. One award is a Performance Share Award and the other a Restricted Share Award both of which will ordinarily become exercisable three years from the date of grant, subject to continued service and once exercisable may ordinarily be exercised at any point up until the tenth anniversary of the date of grant. The Performance Share Award will only vest to the extent to which adjusted earnings per share and total shareholder return performance conditions are met. No performance conditions apply to the Restricted Share Award. |
c) |
Price(s) and volume(s) |
|
Price(s) |
Volume(s) |
|
|
Nil Nil |
133,004 Performance Share Award under LTIP 66,502 Restricted Share Award under LTIP |
|
d) |
Aggregated information - Aggregated volume - Price |
199,506 Nil |
e) |
Date of the transaction |
12 April 2023 |
f) |
Place of the transaction |
Outside a trading venue |
-Ends-
Enquiries
Company Secretarial:
Annabel Tagoe-Bannerman, Group General Counsel and Company Secretary +44 (0) 20 7908 6130
Institutional investors and analysts:
Emily Daw, Group Financial Controller & Head of Investor Relations +44 (0) 20 7908 6114
About Bakkavor
We are the leading provider of fresh prepared food in the UK, and our presence in the US and China positions the Group well in these, high-growth markets. We leverage our consumer insight and scale to provide innovative food that offers quality, choice, convenience, and freshness. Around 18,500 colleagues operate from 44 sites across our three markets supplying a portfolio of over 2,900 products across meals, pizza & bread, salads and desserts to leading grocery retailers in the UK and US, and international food brands in China.
LEI number: 213800COL7AD54YU9949
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Bakkavor Group Plc