Last checked at 27 Mar 2024 13:00
Computacenter plc
Incorporated in England
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 - Performance Share Plan
The Company announces that on 26 March 2024, in accordance with the rules of the Computacenter Performance Share Plan 2005 (the 'PSP'), the Company granted awards of nil-cost options (the 'PSP Awards') over Ordinary Shares of 75/9 pence each in the capital of the Company ('Ordinary Shares'), to the following Directors/PDMR:
Director | Number of shares awarded1 |
Mr M J Norris (Director) | 50,628 |
Mr M C Jehle (Director) | 29,264 |
1 Calculated using a price of 2691.00 pence per Ordinary Share which is the average middle market closing quotation, as derived from the Daily Official List of the London Stock Exchange, over the period from 21 March 2024 to 25 March 2024, being the three trading days before the Date of Grant of the PSP Awards
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 (i) the compound annual growth rate of the Group's adjusted diluted earnings per share ('EPS'), commencing on 1 January 2024 and ending on 31 December 2026 (the 'Performance Period') and (ii) the compound annual growth rate of the Group's Services Revenue over the Performance Period, and (iii) the compound annual EBIT growth rate of the Group's North American business over the Performance Period. The PSP Awards are subject to a two-year holding period following vesting. The vested PSP Awards held during the holding period will include the right to receive dividend equivalents as shares.
PDMR | Number of shares awarded1 |
Mr S Pereira (PDMR) | 1,931 |
1 Calculated using a price of 2691.00 pence per Ordinary Share which is the average middle market closing quotation, as derived from the Daily Official List of the London Stock Exchange, over the period from 21 March 2024 to 25 March 2024, being the three trading days before the Date of Grant of the PSP Awards
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 participant listed above, subject to the satisfaction of the performance condition set by the Remuneration Committee of the Company which is based on the compound annual growth rate of the Group's EPS over the Performance Period.
All of the PSP Awards set out above will be satisfied out of shares held by the 2011 Computacenter Employee Benefit Trust or by treasury shares held by the Company at the discretion of the Board of the Company. The relevant FCA notifications are set out below.
Grant of Awards - Deferred Bonus Plan
The Company announces that on 26 March 2024, in accordance with the rules of the Computacenter 2017 Deferred Bonus Plan (the 'DBP'), the Company granted conditional awards (the '2023 Bonus Awards') over Ordinary Shares of 75/9 pence each, to the following Directors:
Director | Number of shares awarded1 |
Mr M J Norris (Director) | 14,534 |
Mr M C Jehle (Director) | 4,134 |
1 Calculated using a price of 2691.00 pence per Ordinary Share which is the average middle market closing quotation, as derived from the Daily Official List of the London Stock Exchange, over the period from 21 March 2024 to 25 March 2024, being the three trading days before the Date of Grant of the 2023 Bonus Awards.
Performance Criteria
The annual performance bonus for each of the two participants listed above is based on performance measures and targets set at the beginning of each financial year. Performance is normally assessed over one financial year. For the bonus paid in respect of 2023, 50 per cent will be paid in cash and 50 per cent, the 2023 Bonus Awards, has been deferred into Ordinary Shares of 75/9 pence each, as detailed above. One-half of the deferred shares from the 2023 Bonus Awards will vest after one year and the remaining deferred shares from the 2023 Bonus Awards will vest after two years. Ordinary Shares subject to deferral as part of the 2023 Bonus Awards will include the right to receive dividend equivalents as shares.
No consideration was paid for the grant of the 2023 Bonus Awards which are structured as conditional awards, and which shall ordinarily vest for the two participants listed above, subject to confirmation by the Remuneration Committee of the Company.
All of the 2023 Bonus Awards set out above will be satisfied by market purchase of shares.
The relevant FCA notifications are set out below.
PDMR/PCA FCA Transaction Notification
1.
|
Details of Director/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 nil-cost option award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP Award'). There is no price payable on the grant, vesting or exercise of the PSP Award. Vesting of the PSP Award is subject to the achievement of performance conditions over a three-year period. Any options vested under the PSP Award are subject to a two-year holding period before they can be exercised.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
50,628 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
50,628 |
4(e)
|
Date of the transaction
|
26-03-2024
| |
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
|
Grant of a conditional award over Ordinary Shares under the Computacenter 2017 Deferred Bonus Plan (the '2023 Bonus Award'). There is no price payable on the grant or vesting of the 2023 Bonus Award.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
14,534 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
14,534 |
4(e)
|
Date of the transaction
|
26-03-2024
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
1.
|
Details of Director/Person Discharging Managerial Responsibilities | ||
|
Name |
Marcus Christian Jehle | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Chief Financial 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 nil-cost option award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP Award'). There is no price payable on the grant, vesting or exercise of the PSP Award. Vesting of the PSP Award is subject to the achievement of performance conditions over a three-year period. Any options vested under the PSP Award are subject to a two-year holding period before they can be exercised.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
Nil |
29,264 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
29,264 |
4(e)
|
Date of the transaction
|
26-03-2024
| |
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
|
Grant of a conditional award over Ordinary Shares under the Computacenter 2017 Deferred Bonus Plan (the '2023 Bonus Award'). There is no price payable on the grant or vesting of the 2023 Bonus Award.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
nil |
4,134 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
nil |
4,134 |
4(e)
|
Date of the transaction
|
26-03-2024
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
1.
|
Details of Person Discharging Managerial Responsibilities | ||
|
Name |
Simon John Pereira | |
2. |
Reason for the notification
| ||
2(a)
|
Position/Status |
Group Company Secretary | |
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 nil-cost option award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP Award'). There is no price payable on the grant, vesting or exercise of the PSP Award. Vesting of the PSP Award is subject to the achievement of a performance condition over a three year period.
| |
4(c)
|
Price(s) and Volume(s)
|
Price(s) (in GBP)
|
Volume(s) |
Nil |
1,931 | ||
4(d)
|
Aggregated Information
Aggregated Volume and Price
|
Nil |
1,931 |
4(e)
|
Date of the transaction
|
26-03-2024
| |
4(f)
|
Place of the transaction
|
Outside of a trading venue.
| |
Enquiries:
Name: | Simon Pereira |
Company Secretary | |
Address: | Computacenter plc Hatfield Avenue Hatfield Hertfordshire AL10 9TW |
Telephone: | +44 (0) 7385 514 715 |