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23 Mar 2017 16:00
Computacenter plc
Incorporated in England and Wales
Registration number: 03110569
LEI: 549300XSXUZ1I19DB105
ISIN: GB00BV9FP302
Computacenter plc
(the 'Company')
The following notifications are made under article 19 of the Market Abuse Regulation ('MAR') relating to certain transactions in the shares of the Company by Directors of the Company, Persons Discharging Managerial Responsibilities ('PDMR') of the Company and Persons Closely Associated ('PCA') with the Directors and PDMRs.
Grant of Awards
The Company announces that on 22 March 2017, in accordance with the rules of the Computacenter Performance Share Plan 2005 (the 'PSP'), the Company granted conditional awards over Ordinary Shares of 75/9 pence each, to the following Directors/PDMR:
Director/PDMR | Number of shares awarded1 |
|
|
Mr F Conophy (Director)
| 80,788 |
Mr M Norris (Director)
| 142,566
|
Mr C Webb (PDMR) | 47,522 |
1 Calculated using the middle market quotation of 736.5 pence as derived from the Daily Official List of the London Stock Exchange on 21 March 2017, being the day before the date of grant of the award. | |
Performance Criteria
No consideration was paid for the grant of the PSP awards which are structured as nil cost options, and which shall ordinarily vest and become exercisable by the three participants listed above, subject to the satisfaction of the performance conditions set by the Remuneration Committee of the Company which are based on (i) the Group's compound annual EPS growth rate, commencing on 1 January 2017 and ending on 31 December 2019 (the 'Performance Period') and (ii) the compound annual growth rate of the Group's Services Revenue over the Performance Period.
PDMR | Number of shares awarded1 |
|
|
Mr N Hall (PDMR)
| 13,917 |
Mr R Gray (PDMR) | 4,684 |
|
|
1 Calculated using the middle market quotation of 736.5 pence as derived from the Daily Official List of the London Stock Exchange on 21 March 2017, being the day before the date of grant of the award. | |
Performance Criteria
No consideration was paid for the grant of the PSP awards which are structured as nil cost options, and which shall ordinarily vest and become exercisable by the two participants listed above, subject to the satisfaction of the performance conditions set by the Remuneration Committee of the Company which are based on the Group's compound annual EPS growth rate over the Performance Period.
All of the awards set out above will be satisfied out of shares held by the 2011 Computacenter Employee Benefit Trust. The relevant FCA notifications are set out below.
Exercise of Options and Subsequent Sale of Shares
The Company announces that on 22 March 2017, the following Directors and PDMRs exercised nil cost option awards over Ordinary Shares of 75/9 pence ('Ordinary Shares') in the capital of the Company. This followed, in accordance with the rules of the Computacenter Performance Share Plan 2005 (the 'PSP'), the Company vesting the related conditional awards, which were granted on 20 March 2014, over Ordinary Shares. Further, certain of the Ordinary Shares, resulting from the exercise of options, were sold for 717.563 pence each.
DIRECTOR/PDMR | Number of shares exercised | % Award vested2 | Number of shares sold3 | Number of shares retained4 | ||||||
|
|
|
|
| ||||||
Mr F Conophy (Director) | 70,941 | 85.13% | - | 70,941 | ||||||
|
|
|
|
| ||||||
Mr M Norris (Director) | 124,732 | 85.13% | 58,801 | 65,931 | ||||||
|
|
|
|
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Mr C Webb (PDMR) | 42,098 | 85.13% | 42,098 | - | ||||||
|
|
|
|
| ||||||
Mr R Gray (PDMR) | 2,637 | 100.00% | 1,220 | 1,417 | ||||||
|
|
|
|
|
|
| ||||
2 On 22 March 2017, the Directors and PDMRs listed above became entitled to ordinary shares of 75/9 pence each in the capital of the Company, as a result of awards vesting under the PSP. Awards granted under the PSP scheme vest subject to the satisfaction of performance conditions at the end of a three year period. The level of vesting for awards granted in 2014 was 100% for the PSP Standard Scheme and 85.13% for the PSP Enhanced Scheme. |
| |||||||||
3 For Mr M Norris and Mr R Gray, the sale of Ordinary Shares was sufficient only to fund the tax and national insurance liabilities and administrative fees arising from the exercise of the vested options. |
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4 Mr M Norris transferred the residual balance of his Ordinary Shares retained following the exercise and sale shown above to a Person Closely Associated ('PCA') with him, Mrs J Norris. |
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| |||||||||
The relevant FCA notifications are set out below.
Position following Grant of Awards, Exercise of Options and Sale of Ordinary Shares
Following the completion of the transactions set out in this announcement:
DIRECTOR | Number of Ordinary Shares held5 | Balance of conditional awards under the PSP |
| ||||
|
|
|
| ||||
Mr F Conophy (Director) | 1,857,856 | 227,067 |
| ||||
|
|
|
| ||||
Mr M Norris (Director) | 1,208,088 | 399,760 |
| ||||
|
|
|
|
|
| ||
5 Includes interests held by a PCA | |||||||
PDMR/PCA FCA Transaction Notification
1.
|
Details of Person Discharging Managerial Responsibilities | ||
|
Name |
Francis Anthony Conophy | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Group Finance Director | |
2(b)
|
Initial Notification/ Amendment
|
Initial Notification | |
3.
|
Details of the issuer
| ||
3(a)
|
Name |
Computacenter plc | |
3(b)
|
LEI |
549300XSXUZ1I19DB105 | |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Grant of a conditional award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP'). There is no price payable on the grant or exercise of the award. Vesting is subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
80,788 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
80,788 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Ordinary Shares acquired following exercise of a conditional award under the PSP. There was no price payable on the grant or exercise of the award. Vesting was subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
70,941 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
70,941 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue. The Ordinary Shares for the above-mentioned exercise were satisfied out of those held by the 2011 Computacenter Employee Benefit Trust.
| |
1.
|
Details of Person Discharging Managerial Responsibilities | ||
|
Name |
Michael John Norris | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Chief Executive Officer | |
2(b)
|
Initial Notification/ Amendment
|
Initial Notification | |
3.
|
Details of the issuer
| ||
3(a)
|
Name |
Computacenter plc | |
3(b)
|
LEI |
549300XSXUZ1I19DB105 | |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Grant of a conditional award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP'). There is no price payable on the grant or exercise of the award. Vesting is subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
142,566 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
142,566 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Ordinary Shares acquired following exercise of a conditional award under the PSP. There was no price payable on the grant or exercise of the award. Vesting was subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
124,732 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
124,732 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue. The Ordinary Shares for the above-mentioned exercise were satisfied out of those held by the 2011 Computacenter Employee Benefit Trust.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Ordinary Shares sold sufficient only to fund the tax and national insurance liabilities and administrative fees arising from the exercise of the option acquired from the conditional award vested under the PSP.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
7.17563 |
58,801 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
7.17563 |
58,801 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue. The Ordinary Shares disposed in order to meet the tax and national insurance liabilities and administrative fees arising from the exercise were sold to the 2011 Computacenter Employee Benefit Trust in off-market transactions at the market volume-weighted average price of £7.17563 on 22 March 2017.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Transfer of the balance of Ordinary Shares retained following the exercise on 22 March 2017 into the name of Mrs Jacqui Norris, a Person Closely Associated with him, for nil consideration.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
65,931 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
65,931 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside a trading venue. | |
1.
|
Details of Person Closely Associated with Person Discharging Managerial Responsibilities
| ||
|
Name |
Jacqueline Ann Norris | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Person Closely Associated with Michael John Norris - Chief Executive Officer of Computacenter plc (the 'Company')
| |
2(b)
|
Initial Notification/ Amendment
|
Initial Notification | |
3.
|
Details of the issuer
| ||
3(a)
|
Name |
Computacenter plc | |
3(b)
|
LEI |
549300XSXUZ1I19DB105 | |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Transfer of the balance of Ordinary Shares retained following the exercise by Michael John Norris, the Chief Executive of the Company, on 22 March 2017 into the name of Jacqueline Ann Norris, a Person Closely Associated, for nil consideration.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
65,931 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
65,931 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
1.
|
Details of Person Discharging Managerial Responsibilities | ||
|
Name |
Christopher Mark Webb | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Group Chief Operating Officer | |
2(b)
|
Initial Notification/ Amendment
|
Initial Notification | |
3.
|
Details of the issuer
| ||
3(a)
|
Name |
Computacenter plc | |
3(b)
|
LEI |
549300XSXUZ1I19DB105 | |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Grant of a conditional award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP'). There is no price payable on the grant or exercise of the award. Vesting is subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
47,522 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
47,522 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Ordinary Shares acquired following exercise of a conditional award under the PSP. There was no price payable on the grant or exercise of the award. Vesting was subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
42,098 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
42,098 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue. The Ordinary Shares for the above-mentioned exercise were satisfied out of those held by the 2011 Computacenter Employee Benefit Trust.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Sale of Ordinary Shares.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
7.17563 |
42,098 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
7.17563 |
42,098 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue. The Ordinary Shares disposed were sold to the 2011 Computacenter Employee Benefit Trust in off-market transactions at the market volume-weighted average price of £7.17563 on 22 March 2017.
| |
1.
|
Details of Person Discharging Managerial Responsibilities | ||
|
Name |
Neil Philip Hall | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Group Director, Business Enablement & Contractual Services | |
2(b)
|
Initial Notification/ Amendment
|
Initial Notification | |
3.
|
Details of the issuer
| ||
3(a)
|
Name |
Computacenter plc | |
3(b)
|
LEI |
549300XSXUZ1I19DB105 | |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Grant of a conditional award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP'). There is no price payable on the grant or exercise of the award. Vesting is subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
13,917 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
13,917 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
1.
|
Details of Person Discharging Managerial Responsibilities | ||
|
Name |
Raymond John Gray | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Group Company Secretary, Group Head of Financial Reporting | |
2(b)
|
Initial Notification/ Amendment
|
Initial Notification | |
3.
|
Details of the issuer
| ||
3(a)
|
Name |
Computacenter plc | |
3(b)
|
LEI |
549300XSXUZ1I19DB105 | |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Grant of a conditional award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP'). There is no price payable on the grant or exercise of the award. Vesting is subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
4,684 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
4,684 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Ordinary Shares acquired following exercise of a conditional award under the PSP. There was no price payable on the grant or exercise of the award. Vesting was subject to the achievement of performance conditions over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
7.17563 |
2,637 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
7.17563 |
2,637 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue. The Ordinary Shares for the above-mentioned exercise were satisfied out of those held by the 2011 Computacenter Employee Benefit Trust.
| |
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 transaction(s) have been conducted
| ||
4(a)
|
Description of the financial instrument
|
Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')
ISIN: GB00BV9FP302
| |
4(b)
|
Nature of Transaction
|
Ordinary Shares sold sufficient only to fund the tax and national insurance liabilities and administrative fees arising from the exercise of the option acquired from the conditional award vested under the PSP.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
7.17563 |
1,220 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
7.17563 |
1,220 |
4(e)
|
Date of the transaction
|
22-03-2017
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue. The Ordinary Shares disposed in order to meet the tax and national insurance liabilities and administrative fees arising from the exercise were sold to the 2011 Computacenter Employee Benefit Trust in off-market transactions at the market volume-weighted average price of £7.17563 on 22 March 2017.
| |
Enquiries:
Name: | Raymond Gray |
| Company Secretary |
|
|
Address: | Computacenter plc Hatfield Avenue Hatfield Hertfordshire AL10 9TW |
|
|
Telephone: | 01707 631 000 |
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