REG - JTC PLC - Director/PDMR Shareholding

JTCAnnouncement

13/04/2026 15:00

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RNS Number : 2523A  JTC PLC  13 April 2026

 

 13 April 2026

 

 

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

 

Vesting and Grant of Share Plan Awards

 

2023 PSP Awards Vesting

 

Further to the announcement of the Company's full year results for the year
ended 31 December 2025 and following approval by the Remuneration Committee,
JTC confirms the vesting of awards of Ordinary shares of £0.01 each in the
Company ("Ordinary Shares") granted to Directors and certain persons
discharging managerial responsibilities ("PDMRs") under JTC's Performance
Share Plan (the "PSP") (the "2023 PSP Awards").

The table below shows the number of Ordinary Shares vesting, the number of
Ordinary Shares sold and the number of Ordinary Shares retained following the
sales.

 PDMRs                Number of Ordinary Shares vested    Number of Ordinary Shares sold to satisfy income tax  Additional Ordinary Shares sold  Number of Ordinary Shares retained

 Nigel Le Quesne      139,187                             -                                                     -                                139,187
 Martin Fotheringham  99,646                              -                                                     -                                99,646
 Wendy Holley         77,243                              -                                                     -                                77,243
 Iain Johns           45,936                              -                                                     -                                45,936

 Further details of the achievement of the performance conditions applicable
to the 2023 PSP Awards will be provided in the Company's forthcoming Annual
Report and Accounts for the year ended 31 December 2025.

The 2023 PSP Awards are additionally subject to a two-year holding period
following the date of vesting.

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK Market Abuse Regulation ("UK MAR").

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                     1.   Nigel Le Quesne

                                               2.   Martin Fotheringham

                                               3.   Wendy Holley

                                               4.   Iain Johns

 2   Reason for the notification
 a)  Position/Status:                          1.   Chief Executive Officer

                                               2.   Chief Financial Officer

                                               3.   Chief Operating Officer

                                               4.   Group Head of Private Capital Services and PDMR

 b)  Initial Notification/Amendment:           Initial Notification
 3   Details of the issuer, emission allowance market participation, auction
     platform, auctioneer or auction monitor
 a)  Name:                                     JTC PLC
 b)  LEI:                                      213800DVUG4KLF2ASK33
 4.  Details of 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:  Ordinary shares of £0.01 each

     Identification code:                      JE00BF4X3P53
 b)  Nature of the transaction:                Vesting of awards granted under the 2023 PSP
 c)  Price(s) and volume(s):                   Price(s)                       Volume(s)
     1.   Nil                                                                 1.   139,187

     2.   Nil                                                                 2.    99,646

     3.   Nil                                                                 3.    77,243

     4.   Nil                                                                 4.    45,936

 d)  Aggregated volume:

     Price:                                    N/A

 e)  Date of the Transaction:                  13 April 2026
 f)  Place of the Transaction:                 Outside trading venue

 

 

Grant of Conditional 2026 PSP Awards

 

In accordance with the requirements of Market Abuse Regulation Article 19, JTC
announces that it has made PSP Awards over Ordinary Shares to certain of its
Directors and PDMRs (the "2026 PSP Awards") as described below.

 Name of Director / PDMR  Number of Conditional Shares Awarded
 Nigel Le Quesne          85,013
 Martin Fotheringham                         53,358
 Wendy Holley             41,281
 Kate Beauchamp           29,209
 Iain Johns               28,057

 

No consideration was paid for the grant of the 2026 PSP Awards, which are
structured as conditional share awards in accordance with the PSP rules. The
2026 PSP Awards will vest dependent on the Company's Compound Annual Growth
Rate (CAGR) of the Company's diluted earnings per share (EPS) measured over
the three-year performance period, from 01.01.2026 to 31.12.2028.

To the extent that the Performance Conditions are not satisfied, the relevant
part of the 2026 PSP Awards shall lapse.

In addition, the 2026 PSP Awards are further subject to an underpin
performance condition that the extent of vesting reflects the overall
performance of the Company over the three-year performance period. When making
this determination the Committee will have full discretion to ensure that the
final outcome is warranted based on the performance of the Company in the
light of all relevant factors to ensure there have been no windfall gains.

The 2026 PSP Awards are additionally subject to a two-year holding period
following the date of vesting during which the shares will receive dividends.

The 2026 PSP Awards, which are subject to the Malus and Clawback conditions of
the PSP, will ordinarily vest on the date on which the Committee determines
the extent to which the performance conditions have been satisfied at the end
of the three-year performance period.

Further details of the conditions applicable to the 2026 PSP Awards and the
remuneration arrangements for the Executive Directors are contained in Annual
Report and Accounts for the year ended 31 December 2025.

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK MAR.

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                     1.   Nigel Le Quesne

                                               2.   Martin Fotheringham

                                               3.   Wendy Holley

                                               4.   Kate Beauchamp

                                               5.   Iain Johns

 2   Reason for the notification
 a)  Position/Status:                          1.   Chief Executive Officer

                                               2.   Chief Financial Officer

                                               3.   Chief Operating Officer

                                               4.   Group Head of Institutional Capital Services and PDMR

                                               5.   Group Head of Private Capital Services and PDMR

 b)  Initial Notification/Amendment:           Initial Notification
 3   Details of the issuer, emission allowance market participation, auction
     platform, auctioneer or auction monitor
 a)  Name:                                     JTC PLC
 b)  LEI:                                      213800DVUG4KLF2ASK33
 4.  Details of 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:  Ordinary shares of £0.01 each

     Identification code:                      JE00BF4X3P53
 b)  Nature of the transaction:                Grant of conditional share award under the 2026 PSP
 c)  Price(s) and volume(s):                   Price(s)                         Volume(s)
     Nominal price of £0.01 per share                                           1.   85,013

                                                                                2.   53,358

                                                                                3.   41,281

                                                                                4.   29,209

                                                                                5.   28,057

 d)  Aggregated volume:                        N/A

     Price:
 e)  Date of the Transaction:                  8 April 2026
 f)  Place of the Transaction:                 Outside trading venue

 

 

Deferred Bonus Share Plan Awards

The Directors' Remuneration Policy provides that for Executive Directors 33%
of any net bonus earned will be deferred into shares under the Company's
Deferred Bonus Share Plan (the "DBSP").

Following the Remuneration Committee's approval of the Executive Directors'
2025 Annual Bonus outcomes, the Company announces that the following awards
(the "2026 DBSP Awards") were granted.

 Name of Director / PDMR  Number of Restricted Shares Awarded
 Nigel Le Quesne          11,147
 Martin Fotheringham      7,612
 Wendy Holley                                 3,771

 

The 2026 DBSP Awards are awarded in the form of restricted shares, i.e. shares
issued to the Executive Directors which are subject to restrictions on
transfer and a risk of forfeiture until they are released on 8 April 2028,
being the second anniversary of the award date. There are no further
performance conditions associated with these awards.

Further details of the Executive Directors' 2025 Annual Bonus outcomes and
the remuneration arrangements for the Executive Directors are contained in
Annual Report and Accounts for the year ended 31 December 2025.

The 2026 DBSP Awards will be satisfied by the transfer of existing Ordinary
Shares held by JTC PLC EBT to each Participant.

 

 

 

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK MAR.

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name:                                     1.   Nigel Le Quesne

                                               2.   Martin Fotheringham

                                               3.   Wendy Holley

 2   Reason for the notification
 a)  Position/Status:                          1.   Chief Executive Officer

                                               2.   Chief Financial Officer

                                               3.   Chief Operating Officer

 b)  Initial Notification/Amendment:           Initial Notification
 3   Details of the issuer, emission allowance market participation, auction
     platform, auctioneer or auction monitor
 a)  Name:                                     JTC PLC
 b)  LEI:                                      213800DVUG4KLF2ASK33
 4.  Details of 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:  Ordinary shares of £0.01 each

     Identification code:                      JE00BF4X3P53
 b)  Nature of the transaction:                Grant of restricted share award under the 2026 DBSP
 c)  Price(s) and volume(s):                   Price(s)                    Volume(s)
     Nominal price of £0.01 per share                                      1.   11,147

                                                                           2.   7,612

                                                                           3.   3,771
 d)  Aggregated volume:                        N/A

     Price:
 e)  Date of the Transaction:                  8 April 2026
 f)  Place of the Transaction:                 Outside trading venue

 

 

 

 

 

For further information please contact:

 

Miranda Lansdowne

JTC (Jersey) Limited

Company Secretary

+44 1534 700 000

Miranda.Lansdowne@jtcgroup.com

 

 

About JTC

JTC is a publicly listed, global professional services business with deep
expertise in fund, corporate and private client services. Every JTC person is
an owner of the business and this fundamental part of our culture aligns us
with the best interests of all our stakeholders. Our purpose is to maximize
potential and our success is built on service excellence, long-term
relationships and technology capabilities that drive efficiency and add value.

 

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