Hays Regulatory News (HAS)

10 Oct 2012 16:47

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

Hays plc (the "Company")

In accordance with Disclosure and Transparency Rule 3.1.4R(1)(a), the Company hereby notifies you of the following changes in the interests of directors and persons discharging managerial responsibility ("PDMRs") in the Ordinary share capital of the Company.

* Denotes a director of the Company.

LAPSE OF PERFORMANCE SHARE PLAN ("PSP") AWARDS

On 9 October 2012, PSP awards granted to PDMRs on 9 October 2009 ("PSP Awards") lapsed in full. The performance condition attached to the PSP Awards was based on the Company's total shareholder return against a comparator group of ten companies measured over the performance period 1 July 2009 to 30 June 2012, which was not met. Further information on the performance condition can be found in the Company's Annual Report & Financial Statements 2012.

DEFERRED BONUS AWARDS

On 9 October 2012, deferred bonus awards granted to PDMRs on 9 October 2009 partially vested as detailed in the tables below. The PDMRs were required to defer into shares 70% of their respective annual cash bonuses for the financial year ended 30 June 2009. The PDMRs were permitted to elect to defer on a post or pre-tax basis. Where the deferral was from post-tax bonus (as set out in Table 1), the relevant PDMRs acquired shares subject to the risk of forfeiture for a three-year period ("Deferred Shares"). Where the deferral was from pre-tax bonus (as set out in Table 2), the relevant PDMRs were granted a conditional right to receive shares at the end of the three-year period ("Deferred Right"). In both cases, conditional awards of matching shares ("Matching Awards") were made for nil consideration under the rules of the Deferred Annual Bonus Plan ("DAB") in respect of 25% of the pre-tax annual bonus deferred by each PDMR, equating to a 1:1 match after adjustment for the tax charge for Deferred Shares. The remaining 45% of deferred annual bonus was not subject to a matching award (and relevant details are set out in Table 3).

The Matching Awards vested as to 60.47%, based on three performance conditions (each component representing one-third of the Matching Awards), of Cumulative Earnings Per Share, Cumulative International Net Fees and Cumulative Cash Conversion, measured over the performance period 1 July 2009 to 30 June 2012. Further information on the performance conditions can be found in the Company's Annual Report & Financial Statements 2012. The balance of each Matching Award has lapsed. The Deferred Rights and the vested element of the Matching Awards qualified for additional dividend equivalent shares.

On 9 October 2012, the PDMRs sold the number of shares shown in the following tables to meet the tax liability on their respective vested Deferred Right and Matching Awards, dividend equivalent shares and brokerage costs, or for other purposes, at a price of 79.625 pence per share.

TABLE 1

Bonus deferral via Deferred Shares linked to Matching Awards:

DEFERRED GRANTED VESTED DIVIDEND TOTAL SHARES(1) MATCHING MATCHING EQUIVALENT SHARES SHARESNAME AWARD AWARD SHARES RELEASED SOLDAlistair Cox* 124,133 210,396 127,226 23,374 150,600 78,470Paul Venables* 96,326 163,265 98,726 18,137 116,863 60,891Tim Cook 13,790 23,374 14,134 2,595 16,729 30,519Sholto Douglas-Home 21,871 37,069 22,415 4,116 26,531 13,824Nigel Heap 27,172 50,790 30,712 5,641 36,353 63,525Steve Weston 34,990 59,306 35,862 6,586 42,448 77,438

(1) The Deferred Shares ceased to be at risk of forfeiture on 9 October 2009, and are not included within the column "Total Shares Released" but are included in the column "Shares Sold" in the cases of Messrs Cook, Heap and Weston. Messrs Cox, Venables and Douglas-Home are retaining these shares.

TABLE 2

Bonus deferral via Deferred Rights linked to Matching Awards:

DEFERRED GRANTED VESTED DIVIDEND TOTAL RIGHT MATCHING MATCHING EQUIVALENT SHARES SHARESNAME AWARD AWARD AWARD SHARES RELEASED SOLDNick Cox 34,986 34,986 21,156 10,308 66,450 34,624James Cullens 50,535 50,535 30,558 14,894 95,987 95,987Alison Yapp 44,218 44,218 26,738 13,033 83,989 43,762TABLE 3

Bonus deferral not linked to Matching Awards:

DEFERRED DIVIDEND TOTAL RIGHT EQUIVALENT SHARES SHARESNAME AWARD SHARES RELEASED SOLDAlistair Cox* 378,713 69,580 448,293 233,580Paul Venables* 293,878 53,991 347,869 181,255Tim Cook 42,074 7,729 49,803 49,803Nick Cox 62,974 11,567 74,541 38,840James Cullens 90,964 16,710 107,674 107,674Sholto Douglas-Home 66,725 12,257 78,982 41,153Nigel Heap 91,422 16,794 108,216 108,216Steve Weston 106,751 19,611 126,362 126,362Alison Yapp 79,593 14,621 94,214 49,090RESULTANT SHAREHOLDINGS

As a result of the above transactions, the directors' interests in the Ordinary share capital of the Company (excluding share options and unvested incentive shares but including shares held beneficially under deferred bonus arrangements) now stand as follows:

Alistair Cox: 2,759,644 sharesPaul Venables: 1,848,032 shares

For further information in respect of this announcement, please contact Neil Tsappis, Deputy Company Secretary, Hays plc, +44(0)20 7383 2266.

10 October 2012