Notes to the Financial Statements continued for the year ended 31 May 2022
26 Share-based payments continued Restricted Share Plan (RSP) – equity settled The vesting condition for the award of RSPs relates to colleagues remaining with the Group for a certain period of time, namely two years to receive 50% of the award, and a further year to receive the remaining 50%. There are no other performance conditions.
2022 Number outstanding
Expected term of options
Exercisable between
Exercise price
Date of grant
May 2021
2/3 years
50% exercisable August 2022 to August 2031, 50% exercisable August 2023 to August 2031 50% exercisable October 2023 to August 2032, 50% exercisable October 2024 to August 2032
£nil (£0.01 in the US
and Canada) 1,183,482
November 2021
2/3 years
£nil (£0.01 in the US
and Canada) 1,550,930
Deferred share scheme – equity settled
2022 Number outstanding
Expected term of options
Exercisable between
Exercise price
Date of grant
–
September 2019
2 years 2 years 2 years
June 2021–August 2029 August 2022–April 2031 October 2023–October 2031
£nil £nil £nil
18,937 91,616
May 2021
October 2021
Phantom schemes – cash settled Phantom schemes are used to allow the grant of LTIPs to members of the Executive Committee based in certain overseas locations at a time when the Group’s option scheme rules were not structured to allow overseas grants. The vesting conditions for the award of the phantom schemes, related to options granted in August 2016, relate to growth in the Group’s EPS over the performance period. If growth is equal to 25% or more per annum, then 100% of the award will vest. If, however, growth is less than 10% per annum, none of the award will vest. Between these two points, vesting is determined on a straight-line basis. Options granted in October 2017 and November 2017 have three separate vesting conditions as set out below: • 60% will vest based on achieving an average increase in Group EPS of 20% or more over a three year period. If growth is equal to an average of 9% (threshold), then 12% of the award will vest. If, however, growth is less than 9%, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 30% will vest based on achieving a cash conversion ratio ¹ expressed as a percentage over the measurement period of greater than 70% per annum on average. If cash conversion ¹ is greater than or equal to 80% per annum, then 100% of the award element will vest. If, however, cash conversion is less than 70% per annum, none of the award element will vest. Between these two points, vesting is determined on a straight-line basis. • 10% will vest based on the Group’s total shareholder return (TSR) ranking when measured against the FTSE 250 (excluding investment trusts). If the Group’s TSR is consistent with the median group 20% of the award will vest; below this level, none of the award element will vest. If the TSR is within the upper quartile or above, 100% of the award element will vest; between the median and upper quartile, vesting is determined on a straight-line basis. Options granted in September 2019 do not have any performance criteria.
2022 Number outstanding
Expected term of options
Exercisable between
Exercise price
Date of grant
– –
October 2017 November 2017 September 2019
3 years 3 years 3 years
June 2020–October 2021 June 2020–November 2021
£nil * £nil *
27,931
September 2022–September 2023
£nil
* The option exercise price is £nil; however, £1 is payable on each occasion of exercise.
194
NCC Group plc — Annual report and accounts for the year ended 31 May 2022
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