TIDMCTEC

RNS Number : 7462O

ConvaTec Group PLC

04 October 2019

4 October 2019

ConvaTec Group Plc

("ConvaTec" or "the Company")

Director/PDMR Shareholding

The Company announces the following Director interests in ordinary shares of 10 pence each in the share capital of the Company ("Shares").

 
 Date of grant   Number of Shares Granted   Vest date 
  30.09.2019            1,869,646           30.09.2019 
                -------------------------  ----------- 
  30.09.2019            1,094,972           30.09.2020 
                -------------------------  ----------- 
  30.09.2019            1,072,626           30.09.2021 
                -------------------------  ----------- 
  30.09.2019             310,609            30.09.2022 
                -------------------------  ----------- 
 

On 30 September 2019, Karim Bitar, the Company's Chief Executive Officer, was granted Shares under the Company's Long Term Incentive Plan ("LTIP"). These share awards comprise (i) compensation for the loss of incentive awards that would have been due from Genus Plc, as announced on 25 March 2019, and (ii) a pro rata annual LTIP 2019 conditional award. All shares have been awarded in line with the Company's Remuneration Policy, which is set out in full in the latest Annual Report.

The following awards have been granted without any performance conditions (i) an award of 1,869,646 Shares granted on 30 September 2019, which vested on the same day (ii) an award of 1,094,972 Shares which will vest on 30 September 2020.

The following conditional awards ("Conditional Awards") have been granted using the 2019 LTIP performance conditions (i) an award of 1,072,626 Shares which will vest on 30 September 2021 (ii) an award of 310,609 Shares which will vest on 30 September 2022. The latter Conditional Award, being the prorated annual LTIP 2019 award referred to above, is also subject to a further two-year holding period.

The stated number of Shares under the Conditional Awards are the maximum available if the performance conditions for the relevant performance periods are fully satisfied. The Conditional Awards are granted subject to a time vesting period as detailed above, performance conditions based on a combination of: relative total shareholder return; earnings per share; and return on invested capital, all over the relevant periods and equally weighted, along with continued employment. Details of the 2019 LTIP targets were disclosed in the Company's half year results published on 1 August 2019.

The number of shares to be awarded with respect to the loss of incentive awards from Genus Plc was determined as at the date of the service agreement entered into with Mr Bitar on 24 March 2019. The number of shares to be awarded with respect to the annual LTIP 2019 award was determined by the average closing price of the Company's Shares for the three consecutive business days, up to and including 27 September 2019. The total number of shares awarded on 30 September 2019 was 4,347,853, of which 4,037,244 were awarded with respect to the loss of incentive awards from Genus Plc.

Also on 30 September Mr Bitar sold a total of 664,582 Shares which was equivalent to part of the income tax liability with respect to the awards which vested on 30 September 2019. A balancing sale to cover the remainder of such liability shall be made and notified separately.

The attached notification, made in accordance with the requirements of the EU Market Abuse Regulation, gives further detail.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
   Table A - LTIP Share grant vested on 30 September 2019 
  1      Details of the person discharging managerial responsibilities/person 
          closely associated 
  a)    Name                                  Karim Bitar 
  2     Reason for the notification 
  a)    Position/Status                       CEO 
  b)    Initial notification/Amendment        Initial notification 
  3     Details of the issuer, emission allowance market participant, 
         auction platform, auctioneer or auction monitor 
  a)    Name                                  ConvaTec Group Plc 
  b)    LEI                                   213800LS272L4FIDOH92 
  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 ConvaTec Group Plc 
         financial instrument,                 GB00BD3VFW73 
         type of instrument 
         Identification code 
  b)    Nature of the transaction             Grant of Shares under the ConvaTec Group Plc Long Term Incentive Plan, 
                                              with immediate vesting. 
  c)    Price(s) and volume(s)                Price(s)                              Volume(s) 
                                               N/A                                    1,869,646 
  d)    Aggregated information 
         - Aggregated volume                    N/A 
         - Price 
  e)    Date of the transaction               2019-09-30 
  f)    Place of the transaction              Outside a trading venue 
 
 
   Table B - 2019 LTIP Share grant vesting on 30 September 2020 
  1       Details of the person discharging managerial responsibilities/person 
           closely associated 
  a)     Name                                  Karim Bitar 
  2      Reason for the notification 
  a)     Position/Status                       CEO 
  b)     Initial notification/Amendment        Initial notification 
  3      Details of the issuer, emission allowance market participant, 
          auction platform, auctioneer or auction monitor 
  a)     Name                                  ConvaTec Group Plc 
  b)     LEI                                   213800LS272L4FIDOH92 
  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 ConvaTec Group Plc 
          financial instrument,                 GB00BD3VFW73 
          type of instrument 
          Identification code 
  b)     Nature of the transaction             Grant of conditional share award under the ConvaTec Group Plc Long Term 
                                               Incentive Plan, subject 
                                               to time vesting period of one year, along with continued employment. 
  c)     Price(s) and volume(s)                Price(s)                              Volume(s) 
                                                N/A                                   1,094,972 
  d)     Aggregated information 
          - Aggregated volume                    N/A 
          - Price 
  e)     Date of the transaction               2019-09-30 
  f)     Place of the transaction              Outside a trading venue 
 
 
   Table C - 2019 LTIP Share grant vesting on 30 September 2021 
  1       Details of the person discharging managerial responsibilities/person 
           closely associated 
  a)     Name                                  Karim Bitar 
  2      Reason for the notification 
  a)     Position/Status                       CEO 
  b)     Initial notification/Amendment        Initial notification 
  3      Details of the issuer, emission allowance market participant, 
          auction platform, auctioneer or auction monitor 
  a)     Name                                  ConvaTec Group Plc 
  b)     LEI                                   213800LS272L4FIDOH92 
  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 ConvaTec Group Plc 
          financial instrument,                 GB00BD3VFW73 
          type of instrument 
          Identification code 
  b)     Nature of the transaction             Grant of conditional share award under the ConvaTec Group Plc Long Term 
                                               Incentive Plan, subject 
                                               to (i) time vesting period of two years (ii) performance conditions 
                                               based on a combination 
                                               of: relative total shareholder return; earnings per share; and return 
                                               on invested capital, 
                                               all over the two-year period and equally weighted, along with continued 
                                               employment. 
  c)     Price(s) and volume(s)                Price(s)                              Volume(s) 
                                                N/A                                   1,072,626 
  d)     Aggregated information 
          - Aggregated volume                    N/A 
          - Price 
  e)     Date of the transaction               2019-09-30 
  f)     Place of the transaction              Outside a trading venue 
 
 
   Table D - 2019 LTIP Share grant vesting on 30 September 2022 
  1       Details of the person discharging managerial responsibilities/person 
           closely associated 
  a)     Name                                  Karim Bitar 
  2      Reason for the notification 
  a)     Position/Status                       CEO 
  b)     Initial notification/Amendment        Initial notification 
  3      Details of the issuer, emission allowance market participant, 
          auction platform, auctioneer or auction monitor 
  a)     Name                                  ConvaTec Group Plc 
  b)     LEI                                   213800LS272L4FIDOH92 
  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 ConvaTec Group Plc 
          financial instrument,                 GB00BD3VFW73 
          type of instrument 
          Identification code 
  b)     Nature of the transaction             Grant of conditional share award under the ConvaTec Group Plc Long Term 
                                               Incentive Plan, subject 
                                               to (i) time vesting period of three years (ii) performance conditions 
                                               based on a combination 
                                               of: relative total shareholder return; earnings per share; and return 
                                               on invested capital, 
                                               all over the three-year period and equally weighted, along with 
                                               continued employment. 
  c)     Price(s) and volume(s)                Price(s)                             Volume(s) 
                                                N/A                                  310,609 
  d)     Aggregated information 
          - Aggregated volume                    N/A 
          - Price 
  e)     Date of the transaction               2019-09-30 
  f)     Place of the transaction              Outside a trading venue 
 
 
   Table E - Sale of Shares 
   Details of the person discharging managerial responsibilities/person 
    closely associated 
  Name                                         Karim Bitar 
  Reason for the notification 
  Position/Status                              CEO 
  Initial notification/Amendment               Initial notification 
  Details of the issuer, emission allowance market participant, 
   auction platform, auctioneer or auction monitor 
  Name                                         ConvaTec Group Plc 
  LEI                                          213800LS272L4FIDOH92 
  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 
  Description of the                           Ordinary shares of 10p each in ConvaTec Group Plc 
   financial instrument,                        GB00BD3VFW73 
   type of instrument 
   Identification code 
  Nature of the transaction                    Sale of shares 
  Price(s) and volume(s)                       Price(s)                    Volume(s) 
                                                GBP1.74                      664,582 
  Aggregated information 
   - Aggregated volume                           664,582 
   - Price                                       GBP1.74 
  Date of the transaction                      2019-09-30 
  Place of the transaction                     Outside a trading venue 
 
 

Enquiries

Media

Analysts and Investors

   John Crosse, VP Investor Relations, ConvaTec                      +44 (0)7500 141 435 
   Mark Reynolds, Director Investor Relations, ConvaTec           +44 (0)7551 036 625 

investorrelations@convatec.com

ConvaTec Group Plc's LEI code is 213800LS272L4FIDOH92

About ConvaTec

ConvaTec is a global medical products and technologies company focused on therapies for the management of chronic conditions, with leading market positions in advanced wound care, ostomy care, continence and critical care, and infusion devices. ConvaTec's products provide a range of clinical and economic benefits including infection prevention, protection of at-risk skin, improved patient outcomes and reduced total cost of care. To learn more about ConvaTec, please visit www.convatecgroup.com where a copy of this announcement can also be found.

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