1 Sep 2021 07:00
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 26th 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 26th 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 awards prior to adjustment (for "stretch" performance)1 | Shares comprised in awards after adjustment (for "stretch" 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 EPS target | Revised 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:
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FY21 LTIP awards
1 | Details of the person discharging managerial responsibilities / person closely associated
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(a) | Name |
(i) Nick Dilworth
(ii) Lewis Girdwood | |
2 | Reason for the notification
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(a) | Position/Status |
(ii) Chief Operating Officer
(iii) Chief Financial Officer | |
(b) | Initial notification / Amendment | Initial notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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(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
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(a) | Description of the financial instrument, type of instrument
Identification Code
| Ordinary Shares of 10p each in the capital of Esken Limited
ISIN: GB00B03HDJ73 | |
(b) | Nature of the transaction
| Grant of FY21 awards under the Esken Limited Long Term Incentive Plan 2020
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(c) | Price(s) and volume(s) | Price: Nil | Volumes:
(i) 2,868,422
(ii) 2,789,474
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(d) | Aggregated Information - Aggregated Volume - Price | N/A | |
(e) | Date of the Transaction | 31 August 2021 | |
(f) | Place of the Transaction | Outside a trading venue | |