7 Mar 2018 15:30
National Express Group PLC
7 March 2018
NATIONAL EXPRESS GROUP PLC
("Company")
Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
The Company provides notification of the following transactions relating to the two 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 for each of the PDMRs from: (i) the 96.7% vesting on 5 March 2018 of a three-year performance conditioned option award over certain Shares - the original award having been granted to them on 11 June 2015 under the Company's Long-Term Incentive Plan 2015 ("LTIP"), and (ii) the exercise of their respective option over vested Shares and the immediate sale of a sufficient number of such Shares to cover their personal income tax and social security contributions liability (as applicable) arising on exercise, with the remainder being retained.
Name and position of PDMR | Number of Shares vesting under option on 5 March¹ | Number of vested Shares acquired on exercise of option on 6 March | Number of Shares sold at 390.3431p per share on 6 March
| Total beneficial interest held in Shares following the transactions³
| Total other interest held in Shares following the transactions⁴ |
Dean Finch, Group Chief Executive
|
344,544 |
344,544 |
162,261² |
334,081 |
1,238,448 |
Matthew Ashley, President and CEO, North America
|
138,186
|
138,186 |
62,309² |
187,662 |
327,380 |
¹ Awards under the LTIP were granted in the form of nil cost options. Vested Shares are subject to a two-year holding and exercise period which run concurrently (the latter for tax purposes only). Malus and clawback apply to the vested Shares for two years form the date of vesting. Any unexercised vested Shares qualify for dividend equivalent payments from the Company during the holding period. Any residual Shares held post exercise of the option must be retained for the remainder of the holding period. All Shares delivered were through the transfer of market purchased Shares from the Company's Employee Benefit Trust.
² The Shares sold equate in value to the individual's personal income tax and social security contributions (as applicable) liability which arises immediately on exercise of the option.
³ Including those held by connected persons.
⁴ Under the Company's Executive Deferred Bonus Plan and LTIP.
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 2017. These targets, and the Company's measured performance against them, are shown below (and will appear in full in the Company's 2017 Annual Report) and were used to determine the 96.7% level of vesting of Shares under option.
Performance Condition | Weighting | Threshold performance (30% vesting) |
Maximum performance (100% vesting)
| Actual performance | % vesting |
TSR vs.FTSE 250 | 1/6 |
Median
| Upper Quintile | Median →Upper Quintile | 85.2% |
TSR vs.Bespoke Index | 1/6 | Equal to Index
| ≥ Index +10% pa | > Index +10% pa | 100.0% |
EPS | 1/3 | 24.8p
| 28.6p | 30.0p | 100.0% |
ROCE | 1/3 | 9% | 12% | 11.9% |
97.5%
|
Total vesting |
96.7% |
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 344,544 shares under the Company's Long-Term Incentive Plan 2015. | ||||||||||
Price(s) and volume(s) |
| ||||||||||
Aggregated information Aggregated volume Price |
344,544 Ordinary shares at Nil per Ordinary share totalling £Nil
| ||||||||||
Date of the transaction | 6 March 2018 | ||||||||||
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 162,261 shares in the market to cover income tax and social security contributions (as applicable) liability on vesting
| ||||||||||
Price(s) and volume(s) |
| ||||||||||
Aggregated information Aggregated volume Price |
162,261 Ordinary shares at £3.903431 per Ordinary share totalling £633,374.62
| ||||||||||
Date of the transaction | 6 March 2018 | ||||||||||
Place of the transaction | London Stock Exchange | ||||||||||
1. | Details of PDMR | ||||||||||
Full Name | Matt Ashley | ||||||||||
Position / status | President and Chief Executive, North America | ||||||||||
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 138,186 shares under the Company's Long-Term Incentive Plan 2015. | ||||||||||
Price(s) and volume(s) |
| ||||||||||
Aggregated information Aggregated volume Price |
138,186 Ordinary shares at Nil per Ordinary share totalling £Nil
| ||||||||||
Date of the transaction | 6 March 2018 | ||||||||||
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 62,309 shares in the market to cover income tax and social security contributions (as applicable) liability on vesting
| ||||||||||
Price(s) and volume(s) |
| ||||||||||
Aggregated information Aggregated volume Price |
62,309 Ordinary shares at £3.903431 per Ordinary share totalling £243,218.88
| ||||||||||
Date of the transaction | 6 March 2018 | ||||||||||
Place of the transaction | London Stock Exchange | ||||||||||
- END -
National Express contact and telephone number for enquiries:
Michael Arnaouti, Group Company Secretary
++44 (0) 207 805 3807
Notes
Legal Entity Identifier: 213800A8IQEMY8PA5X34
Classification: 2.4 (with reference to DTR6 Annex 1R)