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Director/PDMR Shareholding

4 Sep 2020 17:14

Director/PDMR Shareholding

Director/PDMR shareholding

4 September 2020

Stagecoach Group plc (the "Company") has today been notified of transactions in the holding structure by which Sir Brian Souter (a director of the Company) holds his and his families' interests in the Company's ordinary shares of 125/228th pence each ("Ordinary Shares").

There has been no change to either (a) the aggregate number of Ordinary Shares in which Sir Brian Souter and persons closely associated with him have an interest; or (b) the number of voting rights exercisable by Sir Brian Souter (as determined in accordance with the Disclosure Guidance and Transparency Rules).

On 4 September 2020, Souter Investments Limited ("SIL") repurchased a number of shares in SIL from the trustees of The Souter Charitable Trust, each of which was subsequently cancelled. SIL is the ultimate holding company of HGT Finance B Limited which, itself, holds Ordinary Shares. As a result of these steps, the ultimate economic interests of each of the shareholders of SIL in the Ordinary Shares have changed. The table set out below shows such changes in ultimate economic interests in Ordinary Shares held by Sir Brian Souter and persons closely associated with him. Further details are set out in the notifications set out at the end of this announcement (which are made in accordance with the EU Market Abuse Regulation).

The number of Ordinary Shares held by HGT Finance B Limited (as more particularly described in the Company's announcement of 5 March 2015) has not changed and Sir Brian Souter will continue to exercise the voting rights in connection with the Ordinary Shares held by HGT Finance B Limited as a result of his shareholding in, and membership of the board of, SIL.

For further information, please contact:

Stagecoach Group plcwww.stagecoach.comMike Vaux, Company Secretary01738 442111

Change in ultimate economic interests in Ordinary Shares

NameChange in ultimate economic interests in Ordinary Shares
Sir Brian SouterIncrease from 49,053,711 to 50,937,827
Lady Elizabeth SouterIncrease from 51 to 53
SI 2016 LimitedIncrease from 1,662,270 to 1,726,117
The Souter 2011 Family TrustIncrease from 855,181 to 888,027
The BS 1999 TrustIncrease from 1,736,924 to 1,803,638
The BS 1997 TrustIncrease from 9,061,017 to 9,409,044
The Souter Charitable TrustDecrease from 24,526,855 to 22,131,303

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and their Closely Associated Persons

1 Details of the person discharging managerial responsibilities/person closely associated
a)NameSir Brian Souter
2Reason for the notification
a)Position/statusSir Brian Souter is a non-executive director of the Company
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 125/228pISIN: GB00B6YTLS95
b)Nature of the transactionThe cancellation of shares in Souter Investments Limited, being the ultimate holding company of HGT Finance B Limited, which itself holds Ordinary Shares, and through which the person making this notification has an interest in those Ordinary Shares. No Ordinary Shares have been transferred as a result of the transaction. However, the ultimate economic interest in the Ordinary Shares of the person subject to this announcement has increased from 49,053,711 Ordinary Shares to 50,937,827 Ordinary Shares.
c)Price(s) and volume(s)Price(s)Volume(s)
 Ordinary SharesN/A1,884,116
d)Aggregated information — Aggregated volume — PriceN/A
e)Date of the transaction4 September 2020
f)Place of the transactionXLON

1 Details of the person discharging managerial responsibilities/person closely associated
a)NameLady Elizabeth Souter (being a person closely associated with Sir Brian Souter)
2Reason for the notification
a)Position/statusSir Brian Souter is a non-executive director of the Company
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 125/228pISIN: GB00B6YTLS95
b)Nature of the transactionThe cancellation of shares in Souter Investments Limited, being the ultimate holding company of HGT Finance B Limited, which itself holds Ordinary Shares, and through which the person making this notification has an interest in those Ordinary Shares. No Ordinary Shares have been transferred as a result of the transaction. However, the ultimate economic interest in the Ordinary Shares of the person subject to this announcement has increased from 51 Ordinary Shares to 53 Ordinary Shares.
c)Price(s) and volume(s)Price(s)Volume(s)
 Ordinary SharesN/A2
d)Aggregated information — Aggregated volume — PriceN/A
e)Date of the transaction4 September 2020
f)Place of the transactionXLON

1 Details of the person discharging managerial responsibilities/person closely associated
a)NameSI 2016 Limited (being a person closely associated with Sir Brian Souter)
2Reason for the notification
a)Position/statusSir Brian Souter is a non-executive director of the Company
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 125/228pISIN: GB00B6YTLS95
b)Nature of the transactionThe cancellation of shares in Souter Investments Limited, being the ultimate holding company of HGT Finance B Limited, which itself holds Ordinary Shares, and through which the person making this notification has an interest in those Ordinary Shares. No Ordinary Shares have been transferred as a result of the transaction. However, the ultimate economic interest in the Ordinary Shares of the person subject to this announcement has increased from 1,662,270 Ordinary Shares to 1,726,117 Ordinary Shares.
c)Price(s) and volume(s)Price(s)Volume(s)
 Ordinary SharesN/A63,847
d)Aggregated information — Aggregated volume — PriceN/A
e)Date of the transaction4 September 2020
f)Place of the transactionXLON

1 Details of the person discharging managerial responsibilities/person closely associated
a)NameThe Souter 2011 Family Trust (being a person closely associated with Sir Brian Souter)
2Reason for the notification
a)Position/statusSir Brian Souter is a non-executive director of the Company
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 125/228pISIN: GB00B6YTLS95
b)Nature of the transactionThe cancellation of shares in Souter Investments Limited, being the ultimate holding company of HGT Finance B Limited, which itself holds Ordinary Shares, and through which the person making this notification has an interest in those Ordinary Shares. No Ordinary Shares have been transferred as a result of the transaction. However, the ultimate economic interest in the Ordinary Shares of the person subject to this announcement has increased from 855,181 Ordinary Shares to 888,027 Ordinary Shares.
c)Price(s) and volume(s)Price(s)Volume(s)
 Ordinary SharesN/A32,846
d)Aggregated information — Aggregated volume — PriceN/A
e)Date of the transaction4 September 2020
f)Place of the transactionXLON

1 Details of the person discharging managerial responsibilities/person closely associated
a)NameThe BS 1999 Trust (being a person closely associated with Sir Brian Souter)
2Reason for the notification
a)Position/statusSir Brian Souter is a non-executive director of the Company
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 125/228pISIN: GB00B6YTLS95
b)Nature of the transactionThe cancellation of shares in Souter Investments Limited, being the ultimate holding company of HGT Finance B Limited, which itself holds Ordinary Shares, and through which the person making this notification has an interest in those Ordinary Shares. No Ordinary Shares have been transferred as a result of the transaction. However, the ultimate economic interest in the Ordinary Shares of the person subject to this announcement has increased from 1,736,924 Ordinary Shares to 1,803,638 Ordinary Shares.
c)Price(s) and volume(s)Price(s)Volume(s)
 Ordinary SharesN/A66,714
d)Aggregated information — Aggregated volume — PriceN/A
e)Date of the transaction4 September 2020
f)Place of the transactionXLON

1 Details of the person discharging managerial responsibilities/person closely associated
a)NameThe BS 1997 Trust (being a person closely associated with Sir Brian Souter)
2Reason for the notification
a)Position/statusSir Brian Souter is a non-executive director of the Company
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 125/228pISIN: GB00B6YTLS95
b)Nature of the transactionThe cancellation of shares in Souter Investments Limited, being the ultimate holding company of HGT Finance B Limited, which itself holds Ordinary Shares, and through which the person making this notification has an interest in those Ordinary Shares. No Ordinary Shares have been transferred as a result of the transaction. However, the ultimate economic interest in the Ordinary Shares of the person subject to this announcement has increased from 9,061,017 Ordinary Shares to 9,409,044 Ordinary Shares.
c)Price(s) and volume(s)Price(s)Volume(s)
 Ordinary SharesN/A348,027
d)Aggregated information — Aggregated volume — PriceN/A
e)Date of the transaction4 September 2020
f)Place of the transactionXLON

1 Details of the person discharging managerial responsibilities/person closely associated
a)NameThe Souter Charitable Trust (being a person closely associated with Sir Brian Souter)
2Reason for the notification
a)Position/statusSir Brian Souter is a non-executive director of the Company
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 125/228pISIN: GB00B6YTLS95
b)Nature of the transactionThe repurchase and cancellation of shares, held by the person subject to this announcement, in Souter Investments Limited, being the ultimate holding company of HGT Finance B Limited, which itself holds Ordinary Shares, and through which the person making this notification has an interest in those Ordinary Shares. No Ordinary Shares have been transferred as a result of the transaction. However, the ultimate economic interest in the Ordinary Shares of the person subject to this announcement has decreased from 24,526,855 Ordinary Shares to 22,131,303 Ordinary Shares.
c)Price(s) and volume(s)Price(s)Volume(s)
 Ordinary SharesN/A2,395,552
d)Aggregated information — Aggregated volume — PriceN/A
e)Date of the transaction4 September 2020
f)Place of the transactionXLON

Date   Source Headline
21st Jun 20224:12 pmRNSNotice of Closure of The Offer
1st Jun 20229:45 amGNWTotal Voting Rights
31st May 202210:02 amRNSForm 8.3 - Stagecoach Group PLC - Amended
31st May 202210:01 amRNSForm 8.3 - Stagecoach Group PLC - Amended
31st May 202210:00 amRNSForm 8.3 - Stagecoach Group PLC - Amended
31st May 20229:58 amRNSForm 8.3 - Stagecoach Group PLC - Amended
31st May 20229:57 amRNSForm 8.3 - Stagecoach Group PLC - Amended
30th May 20222:33 pmRNSForm 8.3 - Stagecoach Group PLC
30th May 202210:15 amGNWDirector/PDMR Shareholding
27th May 20224:49 pmGNWHolding(s) in Company
27th May 20222:32 pmRNSForm 8.3 - Stagecoach Group Plc
27th May 202210:50 amGNWDirector/PDMR Shareholding
27th May 20227:00 amRNSStagecoach London Acquisition
26th May 20223:07 pmGNWAppointment of non-executive directors
26th May 20222:41 pmRNSDELISTING OF STAGECOACH SHARES
26th May 20222:34 pmRNSForm 8.3 - Stagecoach Group PLC
26th May 20229:51 amGNWHolding(s) in Company
25th May 20226:31 pmGNWDirector/PDMR Shareholding
25th May 20223:20 pmGNWHolding(s) in Company
25th May 20222:34 pmRNSForm 8.3 - Stagecoach Group PLC
25th May 20221:44 pmRNSForm 8.5 (EPT/RI)-Replacement of Stagecoach Group
24th May 20222:37 pmRNSForm 8.3 - Stagecoach Group PLC
24th May 20221:56 pmRNSForm 8.3 - Stagecoach Group plc
24th May 20221:48 pmRNSForm 8.3 - National Express Group plc
24th May 20227:06 amGNWTransfer of treasury shares
23rd May 20225:30 pmRNSStagecoach Group
23rd May 20223:52 pmRNSForm 8.3 - STAGECOACH GROUP PLC
23rd May 20223:49 pmRNSForm 8.3 - National Express Group plc
23rd May 20223:31 pmRNSForm 8.3 -National Express Group plc
23rd May 202211:45 amGNWHSBC Bank Plc - Form 8.5 (EPT/RI) - Stagecoach Group plc
23rd May 202211:13 amRNSForm 8.5 (EPT/RI) - Stagecoach Group PLC
23rd May 202211:05 amRNSForm 8.5 (EPT/RI) - Stagecoach Group plc
23rd May 202210:02 amRNSForm 8.5 (EPT/RI)-Replacement of Stagecoach Group
20th May 20226:13 pmRNSAll-Share Combination with Stagecoach now Lapsed
20th May 20225:59 pmRNSOffer Declared Unconditional
20th May 20225:30 pmGNWHolding(s) in Company
20th May 20223:00 pmBUSForm 8.3 - Stagecoach Group plc
20th May 20222:35 pmRNSForm 8.3 - Stagecoach Group PLC
20th May 20222:09 pmEQSForm 8.3 - The Vanguard Group, Inc.: Stagecoach Group plc
20th May 20221:58 pmRNSForm 8.3 - STAGECOACH GROUP PLC
20th May 202212:52 pmRNSForm 8.3 - National Express Group plc
20th May 202212:26 pmRNSForm 8.3 - [Stagecoach Group plc]
20th May 202211:17 amRNSForm 8.5 (EPT/RI) - Stagecoach Group PLC
20th May 202210:51 amGNWHolding(s) in Company
20th May 20229:44 amRNSForm 8.5 (EPT/RI) - Stagecoach Group plc
20th May 20229:00 amRNSForm 8.3 - Stagecoach Group plc
20th May 20227:00 amRNSAcceptance Level Update
19th May 20221:39 pmRNSForm 8.3 - Stagecoach Group plc
19th May 20221:33 pmRNSForm 8.3 - National Express Group plc
19th May 202212:00 pmRNSForm 8.3 - Stagecoach plc

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