TYMAN PLC
("Tyman" or the
"Company" or the
"Group")
DIRECTOR/PDMR
SHAREHOLDINGS
Tyman plc announces that it has been
notified of the following transactions in the Company's ordinary 5p
shares ("Shares")
undertaken by the Executive Directors and PDMRs, Rutger Helbing,
CEO and Jason Ashton, CFO.
LONG TERM INCENTIVE PLAN (THE "LTIP")
Following the end of a closed
period, the following awards over Shares were awarded under the
Company's LTIP, in the form of nil cost options (the "2024 LTIP Awards"):
|
Name
|
Shares awarded1
|
|
Rutger Helbing
|
314,575
|
|
Jason Ashton
|
214,959
|
1 Number of shares calculated by reference to the 5-day average
closing price prior to the date that shares were awarded (5 trading
days ended 13th March 2024)
of £2.861.
Vesting conditions in respect of the 2024 LTIP
Awards
The vesting of the 2024 LTIP Awards
is subject to the satisfaction of performance conditions set by the
Remuneration Committee of the Company, as disclosed in the 2023
Annual Report and Accounts, published on 28 March 2024. 2024 LTIP
Awards have a three-year vesting period. 2024 LTIP Awards are
normally subject to continued employment. 2024 LTIP Awards
granted to the Executive Directors that vest shall be subject to a
compulsory holding period of five years from the "Award Date" of 14
March 2024.
Impact of the recommended offer for the
Company
On 22 April 2024, the boards of
Quanex Building Products Corporation ("Quanex") and Tyman announced (the
"2.7 Announcement") that
they reached agreement on the terms of a recommended cash and share
offer, pursuant to which Quanex will acquire the entire issued and
to be issued ordinary share capital of Tyman (the "Transaction"). In this section, all
capitalised terms used shall have the same meaning as in the 2.7
Announcement and the Cooperation Agreement for the Scheme, as
agreed between Tyman and Quanex, unless expressly defined
otherwise.
Pursuant to the terms agreed by
Quanex and Tyman, the 2024 LTIP Awards were granted subject to
additional terms that: (i) notwithstanding rules 12.1 and 12.2 of
the LTIP rules, the 2024 LTIP Awards will not vest early on the
Court Sanction Date; and (ii) the 2024 LTIP Awards will
automatically lapse on the Effective Date if the Effective Date
occurs prior to the Normal Vesting Date (as defined in the LTIP
rules and to occur in March 2027) of such 2024 LTIP
Awards.
On the lapsing of the 2024 LTIP
Awards, due to the additional terms referred to in the paragraph
above, and the occurrence of the Effective Date, Quanex agreed
that, as soon as reasonably practicable after the Effective Date,
Quanex shall grant to all individuals who:
(a) are
Tyman Employees immediately prior to the Effective Date and who
have not given or received
notice of termination of employment prior to that time;
and
(b) held
outstanding 2024 LTIP Awards immediately prior to the Effective
Date,
(each a "Replacement Award Participant") an
award under the Quanex Omnibus Incentive Plan (the "Replacement Awards"). The
Replacement Awards will be granted pursuant to those terms set out
in the Cooperation Agreement which can be found here:
https://www.tymanplc.com/investor-relations/recommended-offer-for-tyman-by-quanex.
Timetable and Awards Outstanding
The details of the Awards are set
out below:
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Details of the persons discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Names
|
i.
RUTGER HELBING
ii. JASON
ASHTON
|
|
2
|
Reason for the notification: AWARD OF OPTIONS
|
|
a)
|
Position/status
|
i. CHIEF
EXECUTIVE OFFICER
ii. CHIEF
FINANCIAL OFFICER
|
|
b)
|
Initial notification
/Amendment
|
INITIAL NOTIFICATION
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
TYMAN PLC
|
|
b)
|
LEI
|
213800AAFUV5PKGQU848
|
|
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
|
ORDINARY SHARES OF 5P
EACH
|
|
|
|
|
Identification code
|
ISIN NUMBER:GB00B29H4253
|
|
|
|
|
b)
|
Nature of the transaction
|
NIL COST OPTIONS GRANTED SUBJECT TO
PERFORMANCE CONDITIONS UNDER TYMAN PLC LONG TERM INCENTIVE
PLAN
|
|
c)
|
Prices (s) and volume(s)
|
|
Price
|
Volume
|
|
i.
|
Nil
|
314,575
|
|
ii.
|
Nil
|
214,959
|
|
d)
|
Aggregated information
|
|
|
|
|
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- Aggregated volume
|
- 529,534
|
|
|
|
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- Price
|
- Nil
|
|
|
|
|
e)
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Date of the transaction
|
14 March 2024
|
|
f)
|
Place of the transaction
|
OUTSIDE OF TRADING VENUE
|
This disclosure is made in
accordance with Article 19 of EU Market Abuse Regulation No.
596/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018.
24 April 2024
|
Enquiries:
|
|
|
Tyman plc
|
020 7976
8000
|
|
Peter Ho - General Counsel &
Company Secretary
|
www.tymanplc.com
|