TIDMESKN
RNS Number : 2681K
Esken Limited
01 September 2021
1 September 2021
Esken Limited
("Esken")
Director/PDMR Shareholding
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
LTIP Awards in respect of FY21
In December 2020, Esken's Remuneration Committee confirmed its'
intention to grant long-term incentive awards for the year ended 28
February 2021 to its key staff, including its Executive Directors,
with such grant set within the parameters of the Directors'
Remuneration Policy, as approved by shareholders at the annual
general meeting held in 2020. The key principles of the Directors'
Remuneration Policy reflected in the making of such awards are:
-- rewarding long term performance that results in real shareholder value creation;
-- aligning Executive Director's interests with those of
shareholders, through the use of performance metrics, delivery in
shares and a two-year holding period after vesting; and
-- providing market competitive benefits to attract and retain
senior management and selected individuals.
Due to the Company being in possession of inside information
(relating to its' intention to dispose of its' interest in Stobart
Air in particular) at the time it wished to make the awards, the
Board was unable to proceed with making the grant at that time and
has subsequently been further restricted by its recent fundraising
activities, which concluded on 26(th) August 2021. As it is now
free to do so, Esken has, in line with the Policy, retrospectively
granted awards in respect of the year ended February 2021 today ,
over its ordinary shares under the Esken Limited Long Term
Incentive Plan 2020 (the "LTIP"), as follows:
Name Number of shares subject to
award
Nick Dilworth (200% of salary) 2,868,422
----------------------------
Lewis Girdwood (200% of salary) 2,789,474
----------------------------
It was reported in Esken's FY20 Annual Report that the intention
at the time was for performance measures to be based on adjusted
earnings per share and total shareholder return ("TSR"), to be
equally weighted. The Remuneration Committee considered this
further and approved a wholly TSR-based measure on the basis that
this would be more closely aligned to shareholder interests at this
time. The performance targets attached to these awards are
cumulative three-year Total Shareholder Return ("TSR") measured
over the Company's 2021, 2022 and 2023 financial years (i.e. from 1
March 2020 to 28 February 2023) measured against a price for
Esken's ordinary shares of 19.1 pence (being the price of 22.2
pence in the period leading up to the Remuneration Committee's
meeting in December 2020 but adjusted to take account of the issue
of further shares in the placing and open offer and firm placing
concluded on 26(th) August 2021), subject to a general financial
performance underpin, as set out in the table below:
Vesting Esken's three-year TSR
----------
Threshold 25% of maximum compound annual growth rate ("CAGR")
of 18.6% p.a. (equating to a share
price of 31.9p at vesting)(1)
---------------- -------------------------------------
Target 50% of maximum CAGR of 25.4% p.a. (equating to
a share price of 37.7p at vesting)
(1)
---------------- -------------------------------------
Stretch 100% of maximum CAGR of 37.1% p.a. (equating to
a share price of 49.2p at vesting)
(1)
---------------- -------------------------------------
1 assuming no dividends are paid during the performance
period
LTIP Awards in respect of FY22
It is the Remuneration Committee's intention to make additional
awards under the LTIP to its senior staff in respects of its 2022
financial year in the customary way in the near future and details
of those grants will be announced in due course.
LTIP Awards in respect of FY20
Following the capital raise exercises concluded by Esken in 2020
and in August 2021, the Remuneration Committee has also exercised
its discretion to make adjustments to the terms of certain awards
held members of staff, including Mr Dilworth and Mr Girdwood. As a
result of these adjustments the number of shares comprised in those
awards have increased as follows:
Shares comprised in Shares comprised in awards
awards prior to adjustment after adjustment (for "stretch"
(for "stretch" performance)(1) performance)(1)
Nick Dilworth 348,376 699,735
-------------------------------- ---------------------------------
Lewis Girdwood 225,858 453,650
-------------------------------- ---------------------------------
1 These are the maximum number of shares that may be awarded.
For "threshold" performance, 25% of the number of shares will be
awarded and for "target" performance 50% of the number of shares
are awarded, with straight-line vesting between levels.
The performance targets for these awards are measured 50% based
on total shareholder return (TSR) and 50% based on 3-year
cumulative Earnings Per Share (EPS). The TSR target has not been
amended but the EPS targets have been adjusted as follows:
Target Original Revised
EPS target EPS target
Threshold 4.4p 1.6p
------------ ------------
Stretch 14.1p 5.1p
------------ ------------
All other awards made to Mr Dilworth and Mr Girdwood under
Esken's long-term incentive plans have lapsed for failure to meet
performance targets.
Enquiries:
Esken Limited C/O Tulchan Communications
Charlie Geller, Communications Director
C/O Tulchan Communications
Tulchan Communications 020 7353 4200
Olivia Peters/David Allchurch esken@tulchangroup.com
FY21 LTIP awards
1 Details of the person discharging managerial responsibilities / person closely associated
(a) Name
(i) Nick Dilworth
(ii) Lewis Girdwood
---------------------------------------------- -------------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------------------------
(a) Position/Status
(ii) Chief Operating Officer
(iii) Chief Financial Officer
---------------------------------------------- -------------------------------------------------
(b) Initial notification Initial notification
/ Amendment
---------------------------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
-------------------------------------------------------------------------------------------------
(a) Name Esken Limited
---------------------------------------------- -------------------------------------------------
(b) LEI 213800BINQVRZFKA3E89
---------------------------------------------- -------------------------------------------------
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 Ordinary Shares of 10p each in the
financial instrument, capital of Esken Limited
type of instrument
ISIN: GB00B03HDJ73
Identification Code
---------------------------------------------- -------------------------------------------------
(b) Nature of the transaction Grant of FY21 awards under the Esken
Limited Long Term Incentive Plan 2020
---------------------------------------------- -------------------------------------------------
(c) Price(s) and volume(s) Price: Nil Volumes:
(i) 2,868,422
(ii) 2,789,474
---------------------------------------------- ------------------- ----------------------------
(d) Aggregated Information N/A
- Aggregated Volume
- Price
---------------------------------------------- -------------------------------------------------
(e) Date of the Transaction 31 August 2021
---------------------------------------------- -------------------------------------------------
(f) Place of the Transaction Outside a trading venue
---------------------------------------------- -------------------------------------------------
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END
DSHEALPFDAPFEFA
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September 01, 2021 02:00 ET (06:00 GMT)
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