Spectris plc: Director/PDMR Shareholding
This notification is made under Article 19(1) of the EU Market Abuse Regulation 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and relates to the grant of share awards under the terms of the Spectris Long Term Incentive Plan ("LTIP") to persons discharging managerial responsibilities ("PDMRs").
On 10 September 2024, Spectris plc (the "Company") was informed that, Angela Noon, Executive Director and PDMR of the Company accepted awards, on the same day, granted by the Company of nominal-cost share options over ordinary 5p shares on 6 September 2024, pursuant to the terms of the LTIP ("LTIP Awards"), as set out below:
| Name and Position | Vesting Date | Maximum number of shares that may vest under the LTIP Awards granted | Performance conditions (Yes / No) |
| Angela Noon, Chief Financial Officer | 06 September 2029 | 41,5781, 2 | Yes |
| Buy-out Awards for incentives forfeited on cessation of previous employment | |||
| 01 September 2025 | 13,546 | Yes | |
| 31 July 2026 | 13,688 | Yes | |
| 28 July 2025 | 281 | No | |
| 06 September 2027 | 5,813 | No | |
| TOTAL | 74,906 |
| |
1. Includes 1.4X multiplier. More details on the performance conditions attached to these LTIP Awards and the multiplier can be found in the Company's 2023 Remuneration Policy.
2. Angela Noon's 2024 LTIP nominal-cost options are linked to a grant of market-value share options ("Linked Options"). Linked Options are granted up to the £60,000 limit under the HMRC's Company Share Option Plan. For the avoidance of doubt, no additional gross value can be delivered from the exercise of these Linked Options under the terms of the LTIP.
The total number of ordinary shares over which these LTIP Awards were accepted represents 0.07% of the Company's issued ordinary share capital on 10 September 2024.
No consideration was paid for the grant of the LTIP Awards.
The first award in the above table represents the 2024 LTIP Award. The vesting of this 2024 LTIP Award is subject to the continued employment of the Executive Director, malus and clawback provisions and the satisfaction of performance conditions set by the Remuneration Committee of the Company. This 2024 LTIP Award will normally vest on the later of the third anniversary of grant and the determination of the performance conditions. The Executive Director's 2024 LTIP Award is then subject to an additional two-year vesting period. To the extent that the 2024 LTIP Award vests, it is exercisable for a period of five years from the end of the additional vesting period.
The other LTIP Awards in the table represent buy-out awards ("LTIP Buy-out Awards") for share awards and bonuses which Angela Noon forfeited from her previous employment. The table summarises the respective vesting dates and whether any performance conditions are attached to these LTIP Buy-out Awards.
The vesting of these LTIP Buy-out Awards are subject to the continued employment of the Executive Director, malus and clawback provisions and, where applicable, the satisfaction of relevant performance conditions set by the Remuneration Committee of the Company. The LTIP Buy-out Awards shown as having performance conditions attached will be subject to an additional two-year holding period after the respective vesting dates.
The nominal award price payable by each participant on the exercise of these LTIP Awards is 5 pence per share.
The information set out below is provided in accordance with the requirements of Article 19(3) of MAR and provides further detail:
| 1 | Details of the persons discharging managerial responsibilities | |||
| a) | Name(s) | Angela Noon
| ||
| 2 | Reason for the notification | |||
| a) | Position/status | Director and PDMR | ||
| b) | Initial notification/Amendment | Initial Notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name | Spectris plc | ||
| b) | LEI | 213800Z4CO2CZO3M3T10 | ||
| 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 | Option granted over ordinary shares of 5p each
| ||
| b) | Nature of the transaction | Acceptance of a grant of a share option over ordinary shares of 5p each on 10 September 2024, pursuant to the terms of the LTIP. | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| £0.05 | LTIP nominal-cost option under which a maximum of 74,906 ordinary shares may vest. | |||
| d) | Aggregated information | Aggregated Volume | 74,906 | |
| Price | £3,745.30 | |||
| e) | Date of the transaction | 10 September 2024 | ||
| f) | Place of the transaction | Outside a trading venue | ||
Name of contact and telephone number for queries:
Guy Holden
Group Reward and Share Plan Manager
07585 403 180
For and on behalf of Spectris plc
LEI Number: 213800Z4CO2CZO3M3T10
Date: 10 September 2024
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