11 May 2017 16:00
National Express Group PLC
11 May 2017
NATIONAL EXPRESS GROUP PLC
("Company")
Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMR")
The Company provides notification of the following transactions effected on 10 May 2017 relating to Chris Davies who joined the Company on the 2 May 2017 and joined the Board as an Executive Director (becoming a new PDMR) following the closing of yesterday's Annual General Meeting. He will assume the role of Group Finance Director on 1 June 2017 in place of Matt Ashley who, while remaining an Executive Director, is relocating to the US to take up the role of President and Chief Executive of the Company's North American business from 1 September 2017. Both appointments are as previously reported.
The transactions, set out more fully below, relate to Chris Davies and:
· affect his interests in the ordinary shares of 5 pence each in the capital of the Company ("Shares") (ISIN: GB0006215205);
· arise from the grant to him, in the form of performance conditioned nil cost options, of (i) a First Year Recruitment Incentive Award, (ii) a Second Year Recruitment Incentive Award, and (iii) a First Annual Long-Term Incentive Award, all under the rules of the Company's Long-Term Incentive Plan 2015 ("LTIP"), including, as applicable, the HMRC approved Company Share Option Plan incorporated therein ("CSOP"), (individually, an 'Award' and together, the "Awards"); and
· represent satisfaction of the Company pre-employment contractual promise made pursuant to the Company's Remuneration Policy.
Number of Shares over which Award granted | |||
Name of PDMR | First Year Recruitment Incentive Award ¹ | Second Year Recruitment Incentive Award ² | First Annual Long-Term Incentive Award ³ |
Chris Davies | 31,867 (LTIP) ⁴ | 63,735 (LTIP) ⁴ | 143,403 (LTIP) ⁴ 8,194 (CSOP) ⁵ |
¹ Award granted to the value of one-third of salary. The award will normally vest on 10 May 2018 subject to the Company's achievement against the same three-year performance targets, terms and conditions (including malus and clawback but excluding the two-year post vesting holding period) applicable to the annual grant of LTIP awards made to the Executive Directors in 2015. (The 2016 Annual Report sets out details of these awards.) Dividends accrue during the performance period on any vesting Award Shares.
² Award granted to the value of two-thirds of salary. The award will normally vest on 10 May 2019 subject to the Company's achievement against the same three-year performance targets, terms and conditions (including malus and clawback but excluding the two-year post vesting holding period) applicable to the annual grant of LTIP awards made to the Executive Directors in 2016. (The 2016 Annual Report sets out details of these awards.) Dividends accrue during the performance period on any vesting Award Shares.
³ Award granted to the value of 150% of salary. The award will normally vest on 18 April 2020 subject to the Company's achievement of the same three-year performance targets, terms and conditions (including malus, clawback and the two-year post vesting holding period) applicable to the annual grant of LTIP awards made to the Executive Directors on 18 April 2017. (The 2017 Annual Report will set out details of these awards.) Dividends accrue during the performance period on any vesting Award Shares and will be paid on any unexercised Shares during the holding period.
⁴ The conversion of the Award value into the number of Shares under option is based on the closing middle market quotation of a Share on 9 May 2017 (being the business trading day immediately preceding the date of grant) of £3.661 per share.
⁵ The Award element under the CSOP is structured in the form of a market value share option with an exercise price of £3.661 per Share (such price being derived as per note ⁴ above). It is aligned with the requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 and any right of exercise will be off-set against any vested Shares being exercised under the LTIP element of the Award.
The Company's share ownership guidelines apply to Chris Davies and require him to establish a holding of Shares to the value of 150% of salary within five years from the date of grant of the Awards. Following the above transactions, the Awards represent the total interest in Shares held by him and his connected persons.
This above notice is given in fulfilment of the Company's obligation under DTR 3.1.
- END -
National Express contact:
Michael Arnaouti, Company Secretary
++44 (0) 207 805 3807