10 Mar 2020 14:39
National Express Group PLC
10 March 2020
NATIONAL EXPRESS GROUP PLC
("Company")
Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
The Company provides notification of the following transactions, all effected on 9 March 2020 on the London Stock Exchange, 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: (i) the vest of the forfeitable Shares awarded to the PDMRs on 8 March 2019 under the rules of the Company's Executive Deferred Bonus Plan ("EDBP") and relating to the one-year deferred element of their 2018 annual bonuses and subsequent sale by each such PDMR of sufficient shares to satisfy tax and social security liabilities, and (ii) the award of forfeitable Shares to the PDMRs on 9 March 2020 under the rules of the Company's EDBP and relating to the one-year deferred element of their 2019 annual bonuses.
Individual PDMR and transaction details are set out in the table below:
Name and position of PDMR | Number of forfeitable Shares vested and sold as per (i) above ¹ ² | Number of forfeitable Shares awarded as per (ii) above ¹ ³ | Beneficial interest held in Shares following the transactions ⁴
| Interest in Shares held under vested but unexercised share options following the transactions 5 | Total other interest held in Shares following the transactions 6 7 |
Dean Finch, Group Chief Executive
|
97,302 Shares vested and 45,824 sold at 358.761 pence per share
|
130,025 |
325,361 |
329,906 |
1,110,320 |
Chris Davies, Group Finance Director
|
29,673 Shares vested and 13,975 sold at 358.761 pence per share
|
39,847 |
31,769 |
61,366 |
455,924 |
Matthew Ashley, Business Development Director |
18,263 Shares vested and 8,602 sold at 358.761 pence per share |
18,899 |
155,455 |
- |
437,325 |
¹ Malus and clawback apply to forfeitable Shares awarded under the EDBP for two-years from the date of award, including post termination of employment
² The Shares sold are those compulsorily sold to cover the immediate income tax and social security liability arising on vesting. All Shares delivered to the individual are existing Shares through the Company's Employee Benefit Trust
³ The forfeitable Shares awarded were determined based on a share price of 404.92 pence, being the average mid-market price of a Company share for the five business days immediately preceding the date of award. All shares awarded to the individual are existing Shares ringfenced in the Employee benefit Trust
⁴ Including those held by connected persons
5 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
6 Represents outstanding awards granted under the Company's EDBP and Long-Term Incentive Plan
7 Under the rules of the Company's Long-Term Incentive Plan ('LTIP') a proportion of the award granted may comprise of HMRC approved CSOP options. This is a tax advantaged scheme allowing the LTIP participants to hold up to £30,000 worth of their entitlement as CSOP options at any one time. In previous notifications to the market, we have included in the PDMRs' total other interests in Shares figures the number of shares under their outstanding LTIP awards, including any outstanding CSOP awards. These figures have now been adjusted to discount any outstanding CSOP awards from PDMRs' total other interests in Shares figures to reflect the operation of the LTIP and CSOP with the CSOP option over Shares being satisfied on vesting through a corresponding reduction in the number of Shares under the LTIP option vesting
Each Mr Finch and Mr Ashley hold shares with a value in excess of their required level under the Company's shareholding guidelines and Mr Davies holds shares with a value that puts him on track to meet the required level under the Company's shareholding guidelines within five years of his appointment.
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.
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National Express contact and telephone number for enquiries:
Jennifer Myram, Company Secretary
++44 (0) 207 805 3807
Notes:
Legal Entity Identifier: 213800A8IQEMY8PA5X34
Classification: 3.1 (with reference to DTR6 Annex 1R)