Greencore Group plc – Annual report – 30 September 2023
Industry: food and drink
6. Share-based payments
The Group operates a number of employee share award schemes which are equity settled share-based payments. A recognised valuation methodology is employed to determine the fair value of awards granted as set out in IFRS 2 Share-based payments is described in the following sections for each share scheme. The charge incurred relating to these awards is recognised within operating costs, unless specified as an exceptional item. Details of each of the employee share schemes operated by the Group are set out below.
Annual Bonus Plan
Members of the Group Executive team and certain senior management participate in the Annual Bonus Plan as outlined in the Report on Directors’ Remuneration. In accordance with this plan, a deferred share award equal to a proportion of the cash bonus is awarded to the participating executives. The number of shares is calculated at market value on the date of allocation, to be held by a Trustee for the benefit of individual participants without any additional performance conditions other than three years of service. The shares vest after three years but are forfeit should an executive voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions. The charge recognised in the Group Income Statement was £0.9m (2022: £0.5m) with £0.6m (2022: £0.2m) being recognised within operating costs and £0.3m (2022: £0.3m) being recognised within exceptional items.
The share price, for awards granted in December 2022 was £0.68 (December 2021: £1.29).
On 1 December 2022 and 1 December 2021, 766,481 and 862,426 awards, respectively, were granted to members of the Group Executive team and certain senior management of the Group under the Annual Bonus Plan.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:
Awards will be granted to members of the Group Executive team and certain senior management of the Group under the Annual Bonus Plan in respect of the financial year ended 29 September 2023. A charge amounting to £0.1m (2022: £0.05m) relating to awards to Executive Directors and £0.1m (2022: £0.1m) relating to awards to other members of the Group Executive Team and certain senior management has been included in the Group Income Statement in respect of the estimated 2023 charge. The total fair value of the awards will be taken as a charge to the Group Income Statement over the vesting period of the awards.
Performance Share Plan
Certain employees participate in a long-term incentive scheme, the Performance Share Plan. In accordance with the scheme rules, participants are awarded an allotment of shares which will vest over three years subject to vesting conditions based on growth in Adjusted Earnings per Share, Return on Invested Capital and relative Total Shareholder Return (‘TSR’). An additional two-year future service period will apply to Executive Directors’ vested shares before they are released.
In January 2021, the Group introduced different vesting conditions for awards granted which included an absolute TSR and a relative TSR component. In addition, the awards granted have graded vesting periods of one, two and three years with a two-year and one-year holding period for awards vesting within three years.
The number of share awards granted is calculated based on the market value on the date of allocation. Share awards are forfeited should an executive voluntarily leave the Group prior to the vesting date, subject to normal ‘good leaver’ provisions. The fair value of the award has attributed a value to each vesting condition. The relative TSR is fair valued using a Monte Carlo simulation as described further in this note. A charge amounting to £0.6m (2022: £0.9m) was included in the Group Income Statement in the financial year ended 29 September 2023 relating to these awards for all Performance Share Plan awards granted from December 2019 onwards.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:
ShareSave Schemes
The Group operates savings-related share option schemes in both the UK and Ireland. Options are granted at a discount of between 20% and 25% of the market price at the date of invitation over three-year savings contracts and awards are exercisable during the six-month period following completion of the savings contract. The charge recognised in the Group Income Statement in respect of these awards was £1.1m (2022: £1.2m). Grant date fair value was arrived at by applying a trinomial model, which is a lattice option-pricing model.
During the financial year ended 29 September 2023, ShareSave Scheme awards were granted over 12,209,146 shares in the UK only, which will ordinarily be exercisable at an exercise price of £0.63 per share, during the period 1 September 2026 to 28 February 2027. The weighted average fair value of share awards granted during the financial year ended 29 September 2023 was £0.14.
During the financial year ended 30 September 2022, ShareSave Scheme awards were granted over 6,231,802 shares in the UK only, which will ordinarily be exercisable at an exercise price of £0.91 per share, during the period 1 September 2025 to 28 February 2026. The weighted average fair value of share awards granted during the financial year ended 30 September 2022 was £0.11.
Number and weighted average exercise price for the UK ShareSave Scheme (expressed in sterling)
The following table sets out the number and weighted average exercise prices (expressed in sterling) of, and movements in, share options during the financial year under the UK ShareSave Scheme:
Range of exercise prices for the UK ShareSave Scheme (expressed in sterling)
Number and weighted average exercise prices for the Irish ShareSave Scheme (expressed in euro)
The following table sets out the number and weighted average exercise prices (expressed in euro) of, and movements in, share options during the financial year under the Irish ShareSave Scheme:
Range of exercise prices for the Irish ShareSave Scheme (expressed in euro)
Employee Share Incentive Plan
The Group operates an Employee Share Incentive Plan for all UK employees. This was a once off grant of share awards in January 2022 and the number of shares was calculated at market value on the date of allocation, and was to be held by a Trustee for the benefit of individual participants without any additional performance conditions other than three years of service. The shares vest after three years but are forfeit should an employee voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions. The charge recognised in the Group Income Statement was £0.5m (2022: £0.4m).
The share price on the grant date, for awards granted in January 2022 was £1.35.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:
Restricted Share Plan
In 2023, the Group launched a Restricted Share Plan to assist with the recruitment and retention of employees in the UK and Ireland below the Executive Director level. The number of shares granted is calculated at the market value on the date of allocation, without any additional performance conditions other than continuous service for a period of one year and two years, with 50% of the awards vesting one year after the grant date, and the remainder vesting after two years. There are no holding periods applicable after the vesting date. The charge recognised in the Group Income Statement was £0.5m (2022: £Nil).
In June 2023 2,506,236 shares were awarded when the share price was £0.80, and a further 117,537 shares were awarded in September 2023 when the share price was £0.77.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:
Weighted average assumptions used to value the share schemes
Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan
The fair value of awards granted under the Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan is equal to the share price on the grant date.
Performance Share Plan
All vesting conditions relating to the awards will be equally weighted when assessing the fair value at grant date. The TSR component has been valued using a Monte Carlo simulation model which also incorporates the relative volatility of the identified peer group with whom the Group are compared to assess the TSR vesting condition. The following table shows the weighted average assumptions used to fair value the equity settled awards granted.
ShareSave Schemes
The ShareSave Schemes equity settled options are also valued at the fair value on grant date and are calculated by applying a trinomial model. The following table shows the weighted average assumptions used to fair value the equity settled options granted.
The expected volatility is estimated based on the historic volatility of the Company’s share price over a period equivalent to the life of the relevant option. The risk-free rate of return is the yield on a government bond of a term consistent with the life of the option.
The range of the Company’s share price during the financial year was £0.61–£0.92 (2022: £0.71–£1.47). The average share price during the 2023 financial year was £0.77 (2022: £1.17).
Accounts examples 