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RNS Number : 4988T Conduit Holdings Limited 24 June 2024
CHL PDMR RNS
CHL PDMR RNS
Pembroke, Bermuda - 24 June 2024
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 ("Commons 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 169,657 Common Shares
as a Performance Share Award.
The award was granted on 21 June 2024 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 2023 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.
Committee discretion with regards to LTIP vesting
The Remuneration Committee may vary performance conditions applying to any
award after it is granted if an event occurs which causes the Remuneration
Committee to consider that it would be appropriate to amend the performance
conditions, provided the Remuneration Committee considers the varied
conditions are fair and reasonable and not materially less challenging than
the original conditions would have been but for the event in question.
If any year within the award vesting assessment produces a return that the
Remuneration Committee believes is significantly worse than competitors and
reflects poor management decisions, the Remuneration Committee will use its
discretion to determine the extent to which any relevant element of the LTIP
award shall vest fully (or to a lesser extent) based on the performance over
the full three year period.
PDMR's beneficial ownership interest
Stuart Quinlan's beneficial ownership interest (which includes shares held by
Michelle Quinlan, a Person Closely Associated with Stuart Quinlan) stands at
194,091 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 Common Shares of $0.01 par value
instrument
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)
169,657
d) Aggregated information NOT APPLICABLE
Aggregated volume
Price
e) Date of the transaction 21 June 2024
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/ (https://conduitreinsurance.com/)
LinkedIn: https://www.linkedin.com/company/conduit-re
(https://www.linkedin.com/company/conduit-re)
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