CHL PDMR RNS
Pembroke, Bermuda - 25 March 2025
Conduit Holdings Limited
("CHL" - LSE ticker: CRE)
PDMR Notification
Grant of LTIP Award
CHL, the ultimate parent company of Conduit Re, a Bermuda-based reinsurance business, today announces that the following awards over common shares of $0.01 par value each in CHL ("Common Shares") were granted under the CHL Long Term Incentive Plan ("LTIP") to the following person discharging managerial responsibilities in CHL ("PDMR"):
(1) Stuart Quinlan, PDMR, has been awarded 247,705 Common Shares as a Performance Share Award.
The award was granted on 25 March 2025 as a conditional award and will ordinarily vest on the third anniversary of the grant date, on terms that vesting is conditional upon continued employment and is also subject to the performance conditions, performance periods, dividend equivalents and malus and clawback provisions set out below, in line with the Remuneration Policy approved at CHL's 2024 AGM, and as disclosed in the Remuneration Report set out in the Annual Report & Accounts.
Growth in Net Asset Value (NAV) per share - 75% weighting
Growth in NAV per share as the primary performance metric will ensure a strong link is created for ensuring long-term growth and value creation for shareholders is the main vesting determinant of awards. Year-end shareholders' equity includes the comprehensive income (loss) for the financial year adjusted for dividends declared. Intangible assets are excluded from shareholders' equity to calculate the net tangible asset value per share.
The annual growth in NAV per share target range for awards is:
- threshold 5%; and
- maximum 13%.
Meeting the threshold target will result in 25% vesting of the relevant annual tranche (75%) of the award. If the threshold target is not met, the relevant annual tranche of the award will not vest. Performance between threshold and maximum will be determined on a straight-line basis.
This performance condition will be measured on an annual basis, with the award effectively split into three with each year's results being assessed against the target. In each year, performance will be measured against the target range to determine the level of vesting in respect of one-third of the total award. Vesting will only occur after completion of the full three-year performance period, and continued employment of the PDMR at the time of vesting.
Absolute Total Shareholder Return (TSR) - 25% weighting
Using absolute TSR enables Conduit to provide an objective reward for delivering value to shareholders. Total shareholder return is calculated as the percentage change in Common Share price over a period, after adjustment for Common Share dividends.
The TSR target range for awards is:
- threshold 5%; and
- maximum 13%.
Absolute TSR will be measured over the full three-year period of the award, rather than each individual year within the period. Meeting the threshold target will result in 25% vesting of the relevant element (25%) of the award. If the threshold target is not met, the relevant element (25%) of the award will not vest. Performance between threshold and maximum is determined on a straight-line basis.
LTIP vesting
Vesting is not only subject to the performance conditions but is subject to the LTIP Rules, in particular rules 6.3 (Adjustments to extent of Vesting), where a Common Share award shall only vest to the extent permitted by: (a) any performance condition, if any, (or any other term imposed on its vesting in accordance with LTIP Rule 3.2(f)); (b) LTIP Rules 12.4 (Leavers: reduction in number of vested Common Shares) and 13.5 (corporate events: reduction in number of vested shares); and (c) any operation of Clawback as defined in the LTIP Rules.
PDMR's beneficial ownership interest
Stuart Quinlan's beneficial ownership interest stands at 284,343 Common Shares excluding the unvested shares which are the subject of the terms of the applicable award made under the LTIP.
PDMR Notification of Dealing Form
The notification below, made in accordance with the requirements of the Market Abuse Regulation (EU) 596/2014 (which forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018, as amended), provides further details of the transaction.
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |
| a) | Name | Stuart Quinlan |
| 2 | Reason for the Notification | |
| a) | Position/status | Stuart Quinlan - PDMR |
| b) | Initial notification/amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Conduit Holdings Limited |
| b) | LEI | 21380085AE62D1BXSF19 |
| 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 | Common Shares of $0.01 par value
|
| Identification code | ISIN BMG243851091 SEDOL BN133N2 | |
| b) | Nature of the Transaction
| Grant of a Performance Share Award over Common Shares under the rules of the Conduit Holdings Limited Long Term Incentive Plan with a price of nil pence per share. |
| c) | Price(s) and volume(s)
| Price(s) Nil Volume(s) 247,705 |
| d) | Aggregated information Aggregated volume Price | NOT APPLICABLE
|
| e) | Date of the transaction | 25 March 2025 |
| f) | Place of the transaction | OUTSIDE OF TRADING VENUE |
Media contacts
H/Advisors Maitland - Vikki Kosmalska / Genevieve Ryan
+44 (0) 207 379 5151
conduitre@h-advisors.global
Investor relations and other enquiries:
info@conduitreinsurance.com
Panmure Gordon (Joint Corporate Broker)
+44 (0) 207 886 2500
Berenberg (Joint Corporate Broker)
+44 (0) 203 207 7800
Peel Hunt (Joint Corporate Broker)
+44 (0) 207 418 8900
About Conduit Re
Conduit Re is a Bermuda-based reinsurance business with global reach. Conduit Reinsurance Limited is licensed by the Bermuda Monetary Authority as a Class 4 insurer. A.M. Best has assigned a Financial Strength Rating of A- (Excellent) and a Long-Term Issuer Credit Rating of a- (Excellent) to Conduit Reinsurance Limited. The outlook assigned to these ratings is stable.
Conduit Holdings Limited is the ultimate parent of Conduit Reinsurance Limited and is listed on the London Stock Exchange (ticker: CRE). References to "Conduit" include Conduit Holdings Limited and all of its subsidiary companies.
Learn more about Conduit Re:
Website: https://conduitreinsurance.com/
LinkedIn: https://www.linkedin.com/company/conduit-re
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