18 Apr 2017 16:35
NATIONAL EXPRESS GROUP PLC
("Company")
Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
Following receipt of notification today from the below named PDMRs, the Company provides notification of the following transactions effected by the PDMRs on 13 April 2017 relating to their respective interests in the ordinary shares of nominal value 5p each in the capital of the Company ("Shares") (ISIN: GB0006215205).
The transactions arise for each of the PDMRs' from: (i) the exercise of an option award(s) over certain performance conditioned and matching Shares which vested on 9 April 2017 - the original awards having been granted on 9 April 2014 under the Company's Long-Term Incentive Plan 2005 ("LTIP"), and, as applicable, the HMRC approved Company Share Option Plan attached thereto ("CSOP"), and (ii) the immediate sale on the London Stock Exchange of all or some of the Shares acquired under (i), as indicated.
Name and position of PDMR | Number of Shares acquired on exercise of LTIP and/or CSOP option (as indicated) ¹ | Number of Shares immediately sold in the market at 356.2357p per share
| Total beneficial interest in Shares following the transaction (including those held by connected persons)
| Total interest in Shares following the transaction under the Company's deferred bonus and long-term incentive plans |
Dean Finch, Group Chief Executive
|
444,095 (LTIP) |
444,095² |
137,598 |
1,524,208 |
Matthew Ashley, Group Finance Director
|
146, 834 (LTIP) 10, 793 (CSOP)
|
133,733² |
111,785 |
316,202 |
¹ Awards under the LTIP were granted in the form of conditional nil cost options and awards under the CSOP were structured in the form of market value share options with an exercise price of £2.743 per Share. The CSOP awards are aligned with the requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 and their vesting is by way of set-off against Shares vesting under the original LTIP award. Malus and clawback provisions did not apply to the original awards. All Share deliverables are satisfied through the transfer of market purchased Shares from the Company's Employee Benefit Trust.
² Including Shares compulsorily withheld and sold to satisfy the individual's personal tax and national insurance contribution liabilities which arise immediately on exercise and which will be paid out of the proceeds of sale.
The stretching performance condition targets which attached to the original awards were set at the time of grant and related to the three-year financial period ended 31 December 2016. These targets, and the Company's measured performance against them, are shown below (and in the Directors' Remuneration Report of the Company's 2016 Annual Report) and were used to determine the 98.7% vesting level of the Shares subject to the original award and available to be acquired on exercise.
Performance Condition | Weighting | Threshold performance required (30% vesting) | Maximum performance required (100% vesting)
| Actual performance | % vesting |
TSR | 25% |
Median of FTSE 250 comparator group
| Upper quintile of comparator group | Between median and upper quintile | 94.8% |
TSR 1 | 25% | Median of Bespoke Index comparator group
| Equal to or above the Bespoke Index +10% pa | Greater than the Bespoke Index +10% pa | 100% |
EPS 2 | 50% | 2016 EPS of 21.3p
| 2016 EPS of 23.9p | 29.1p | 100% |
Total | 100% | 98.7% |
¹ TSR was measured against a bespoke comparator group of transport companies taken predominantly from the FTSE Industrial Transportation and FTSE Travel & Leisure sectors.
² The Remuneration Committee considered and agreed changes to the performance conditions for outstanding awards made under the previous 2005 Long-Term Incentive Plan whereby the growth in EPS for outstanding awards under this plan would be based on a consistent accounting basis to exclude actual bid costs incurred. This adjustment serves to ensure that the EPS element of the LTIP continues to incentivise and reward delivery of normalised EPS growth given that bid costs, with effect from 1 January 2015, are treated as a normalised expense which had the impact of reducing normalised EPS in 2015 and subsequent years.
This above notice is given in fulfilment of the Company's obligation under DTR 3.1.
The following disclosures are made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
1. | Details of PDMR |
| ||||||||||
Full Name | Dean Finch | |||||||||||
Position / status | Group Chief Executive | |||||||||||
Initial notification / amendment | Initial notification | |||||||||||
2. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||
| Name | National Express Group PLC | ||||||||||
LEI | 213800A8IQEMY8PA5X34 | |||||||||||
3. | 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 transactions have been conducted | |||||||||||
(i) | Description of the financial instrument Identification code | Ordinary shares of nominal value 5p each GB0006215205
| ||||||||||
Nature of the transaction | Acquisition The exercise, post-performance conditioned vesting, of a nil cost option to acquire 444,095 shares under the Company's Long-Term Incentive Plan 2005. | |||||||||||
Price(s) and volume(s) |
| |||||||||||
Aggregated information Aggregated volume Price |
444,095 Ordinary shares at [£3.562357 or Nil] per Ordinary share totalling £Nil
| |||||||||||
Date of the transaction | 13 April 2017 | |||||||||||
Place of the transaction | N/A | |||||||||||
(ii) | Description of the financial instrument Identification code | Ordinary shares of nominal value 5p each GB0006215205
| ||||||||||
Nature of the transaction | Disposal The sale of 444,095 shares in the market
| |||||||||||
Price(s) and volume(s) |
| |||||||||||
Aggregated information Aggregated volume Price |
444,095 Ordinary shares at £3.562357 per Ordinary share totalling £1,582,025
| |||||||||||
Date of the transaction | 13 April 2017 | |||||||||||
Place of the transaction | London Stock Exchange | |||||||||||
1 | Details of PDMR |
| ||||||||||
Full Name | Matthew Ashley | |||||||||||
Position / status | Group Finance Director | |||||||||||
Initial notification / amendment | Initial notification | |||||||||||
2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||
| Name | National Express Group PLC | ||||||||||
LEI | 213800A8IQEMY8PA5X34 | |||||||||||
3 | 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 transactions have been conducted | |||||||||||
(i) | Description of the financial instrument Identification code | Ordinary shares of nominal value 5p each GB0006215205
| ||||||||||
Nature of the transaction | Acquisition The exercise, post-performance conditioned vesting, of a nil cost option to acquire 146,834 shares under the Company's Long-Term Incentive Plan 2005.
| |||||||||||
Price(s) and volume(s) |
| |||||||||||
Aggregated information Aggregated volume Price |
146,834 Ordinary shares at Nil per Ordinary share totalling £Nil | |||||||||||
Date of the transaction | 13 April 2017 | |||||||||||
Place of the transaction | N/A | |||||||||||
(ii) | Description of the financial instrument Identification code | Ordinary shares of nominal value 5p each GB0006215205
| ||||||||||
Nature of the transaction | Acquisition The exercise, post-performance conditioned vesting, of a market value share option to acquire 10,793 shares at an exercise price of £2.743 per share under the HMRC approved Company Share Option Plan schedule to the Company's Long-Term Incentive Plan 2005.
| |||||||||||
Price(s) and volume(s) |
| |||||||||||
Aggregated information Aggregated volume Price |
10,793 Ordinary shares at £2.743 per Ordinary share totalling £29,605 | |||||||||||
Date of the transaction | 13 April 2017 | |||||||||||
Place of the transaction | N/A | |||||||||||
(iii) | Description of the financial instrument Identification code | Ordinary shares of nominal value 5p each GB0006215205
| ||||||||||
Nature of the transaction | Disposal The sale of 133,733 shares in the market | |||||||||||
Price(s) and volume(s) |
| |||||||||||
Aggregated information Aggregated volume Price |
133,733 Ordinary shares at £3.562357 per Ordinary share totalling £476,405 | |||||||||||
Date of the transaction | 13 April 2017 | |||||||||||
Place of the transaction | London Stock Exchange | |||||||||||
- END -
National Express contact and telephone number for enquiries:
Michael Arnaouti, Company Secretary
++44 (0) 207 805 3807