13 Mar 2020 17:51
National Express Group PLC
13 March 2020
NATIONAL EXPRESS GROUP PLC
("Company")
Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
The Company provides notification of the following transactions effected on 12 March 2020, relating to the three below named PDMRs and their respective interests in the ordinary shares of nominal value 5p each in the capital of the Company ("Shares") (ISIN: GB0006215205).
The transactions arise in respect of the award to each of Dean Finch, Chris Davies and Matt Ashley of a three-year performance conditioned nil-cost option over a certain number of Shares pursuant to the Company's current Director's Remuneration Policy and subject to the rules of the Company's Long-Term Incentive Plan 2015 ('2020 LTIP Award' or 'Award').
In view of the current extraordinary market conditions, the Remuneration Committee of the Board carefully considered the timing of the 2020 LTIP Award and the share price used to determine the number of shares to be awarded. With regard to the grant the Committee were of the opinion that it should not deviate from its pre-approved grant timetable. In relation to the grant price the Committee used the closing share price on the date prior to the date of the grant (11 March 2020) in accordance with historic practice. The Committee was comfortable that this was appropriate on the basis that there is continued uncertainty in the market and 2019 was a year in which the Company delivered exceptional performance. Furthermore the grant price of 339p is also considerably higher than the current closing share price of 13 March 2020 of 241p.
Individual PDMR and transaction details are set out in the table below:
Name and position of PDMR | Number of Shares over which the 2020 LTIP Award was granted on 12 March 2020 ¹ | Beneficial interest held in Shares following the transactions 2
| Interest in Shares held under vested but unexercised share options following the transactions 3 | Total other interest held in Shares following the transactions 4 |
Dean Finch, Group Chief Executive
|
414,260 (200% of salary) |
325,361 |
329,906 |
1,524,580 |
Chris Davies, Group Finance Director
|
176,848 (150% of salary) |
31,769 |
61,366 |
632,772 |
Matthew Ashley, Group Business Development Director |
167,059 (150% of salary) |
155,455 |
- |
604,384 |
¹ The conversion of the 2020 LTIP Award value (being a percentage of salary as shown) into the number of Shares over which it was granted is based on the closing middle market quotation of a Share on 11 March 2020 (being the business trading day immediately preceding the date of grant) of 339.4 pence per Share. The Award is shown over the maximum number of Shares which can vest.
2 Including those held by connected persons
3 Based on a Share price of 469.60p as at 31 December 2019, the deemed net of tax number of these Shares, assuming exercise of the vested Share options and satisfaction of income tax at a rate of 45% and employees NICs of 2% on such exercise, in which Mr Finch and Mr Davies have beneficial interests is 174,850 Shares and 32,524 Shares, respectively
4 Represents outstanding awards granted under the Company's EDBP and Long-Term Incentive Plan
The 2020 LTIP Awards will normally vest on the third anniversary of grant with the actual number of Shares vesting at that time determined based on the Company's achievement of various stretching performance targets measured over the three-year financial period ending 31 December 2022 and the Remuneration Committee not exercising its discretion to scale back or otherwise delay any vesting in respect of any significant negative safety matter occurring during the vesting period as described in the Director's Remuneration Policy (which is set out in full in the Directors' Remuneration Report to the Company's Annual Report 2017, available at www.nationalexpressgroup.com). The performance targets, together with their weightings, are summarised in the table below. Additionally, each Award is subject to a two-year malus and clawback and compulsory holding period from the date of vesting (including after cessation of employment), which runs in parallel with a two-year exercise period. A dividend equivalent entitlement also accrues during the vesting period on any vested Shares and, similarly, on any vested unexercised Shares held during the compulsory holding period.
Metric | Weighting | Threshold (25% vesting for EPS & TSR, 0% for ROCE and ESG metrics) | Target (50% vesting) | Maximum (100% vesting) |
EPS1 | 25% | 37.6 pence | 39.8 pence | 43.3 pence |
ROCE2 | 25% | 8% | 9% | 11% |
Relative TSR3 vs FTSE 250 | 12.5% | Median | - | Upper Quintile |
Relative TSR3 vs Bespoke Index4 | 12.5% | Equal to Index | - | ≥ Index + 10% p.a. |
ESG - tCO2e / million pass km | 15% | 4.6% reduction in tCO2e / million passenger km by 31 December 2022 relative to 2019 base year | 5.4% reduction in tCO2e / million passenger km by 31 December 2022 relative to 2019 base year | 6.2% reduction in tCO2e / million passenger km by 31 December 2022 relative to 2019 base year |
ESG - UK zero emission vehicles | 10% | 200 additional zero emission vehicles in service or on order by 31 December 2022 | 240 additional zero emission vehicles in service or on order by 31 December 2022 | 300 additional zero emission vehicles in service or on order by 31 December 2022 |
The Company can confirm that each of the PDMRs has complied with their respective obligation to notify the Financial Conduct Authority in respect of the above transactions as required under the EU Market Abuse Regulation.
- END -
National Express contact and telephone number for enquiries:
Jennifer Myram, Company Secretary
+44 (0) 207 805 3807
Melanie Travis, Deputy Company Secretary
+44 (0) 207 805 3805
Notes:
Legal Entity Identifier: 213800A8IQEMY8PA5X34
Classification: 3.1 (with reference to DTR6 Annex 1R)