25 May 2022 18:31
Director/PDMR Shareholding
Stagecoach Group plc (“Stagecoach” or the “Company”)
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility
Vesting of awards under the Stagecoach 2013 Executive Participation Plan (the “EPP”) and Stagecoach Restricted Share Plan (the “RSP”)Acceptance of recommended all cash offer made by Inframobility UK Bidco Limited (“Bidco” or “the Offeror”)
On 9 March 2022, the board of directors of Bidco announced that they had reached agreement on the terms of a recommended all cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Stagecoach (the “Offer”). On 20 May 2022, Bidco announced that the Offer had become unconditional in all respects (the “Unconditional Announcement”).
Certain awards made under the EPP and RSP vest if a person obtains control of the Company as a result of a general offer to acquire the capital of the Company, which becomes unconditional. Following the Unconditional Announcement, these awards have vested.
The Stagecoach Directors who hold shares in the Company gave irrevocable undertakings in favour of an earlier proposed all-share combination with National Express Group plc. However, now that the proposal from National Express Group plc has lapsed, those undertakings cease to have any effect and the Directors have submitted Offer acceptances in respect of the shares transferred to them following the vesting of awards under the EPP and the RSP referred to above, in respect of shares held under the HM Revenue and Customs tax-advantaged Stagecoach Group plc 2011 Share Incentive Plan (“BAYE Scheme”) and have submitted, or will shortly submit, Offer acceptances in respect of shares already held.
Vesting of EPP awards
EPP Deferred Share Awards are conditional awards over Ordinary Shares of 125/228thp in the Company (“Deferred Shares”) together with an entitlement to an additional number of Deferred Shares equivalent to any dividends that would have been paid on the shares throughout the vesting period. Awards made to the following Directors and for the following numbers of Deferred Share Awards accordingly vested on 23 May 2022 pursuant to which an equivalent number of Ordinary Shares of 125/228thp (“Ordinary Shares”) were transferred to each of the below Directors. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.
| Name of director | Role | Number of Deferred Shares vesting |
| Martin Griffiths | Chief Executive | 888,425 |
| Ross Paterson | Finance Director | 592,328 |
Vesting of RSP awards
RSP Awards are a conditional entitlement to Ordinary Shares together with an entitlement to an additional number of Ordinary Shares equivalent to any dividends that would have been paid on the Ordinary Shares throughout the vesting period of the RSP Awards. RSP Awards vest in an amount pro rata to the proportion of the elapsed vesting period up to the date on which a person obtains control of the Company as a result of a general offer to acquire the Ordinary Shares. RSP Awards made to the following Directors and for the following numbers of Ordinary Shares accordingly vested on 23 May 2022 and a number of Ordinary Shares were transferred to each of the Directors as indicated in the table below. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.
| Name of director | Role | Number of RSP Awards/ Ordinary Shares vesting |
| Martin Griffiths | Chief Executive | 294,405 |
| Ross Paterson | Finance Director | 196,285 |
Ordinary Shares held under the BAYE Scheme
The BAYE Scheme allows the purchase of Ordinary Shares to be held as "Partnership Shares" by, and provides for the award of "Matching Shares" and "Dividend Shares" to, executive directors and employees of Stagecoach (“BAYE Shares”). Following the Unconditional Announcement, each of the following Directors has elected that the BAYE Scheme trustee should accept the Offer in respect of the BAYE Shares held by him, following which the Offer consideration for the shares will be transferred to him.
| Name of director | Role | Number of BAYE Shares to be transferred |
| Martin Griffiths | Chief Executive | 9,042 |
| Ross Paterson | Finance Director | 9,042 |
Acceptance of Offer in respect of shares currently held
The following Directors and their connected persons have accepted the Offer, or will shortly accept the Offer, and will be paid the Offer consideration in respect of the number of Ordinary Shares set out below currently held by them:
| Name of Director | Role | Shares held |
| Ray O’Toole | Chairman | 18,000 |
| Martin Griffiths | Chief Executive | 684,387 |
| Ross Paterson | Finance Director | 450,555 |
| Gregor Alexander | Senior Independent Director | 10,406 |
| Sir Brian Souter | Non-Executive Director | 80,167,713 |
| Karen Thomson | Non-Executive Director | 11,071 |
| Lynne Weedall | Non-Executive Director | 12,000 |
The information set out below is provided in accordance with the requirements of the Market Abuse Regulation 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Martin Griffiths |
| 2 | Reason for the notification |
| a) | Position/status | Chief Executive |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Receipt, for nil consideration, of 888,425 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares received | Nil consideration | 888,425 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | Not Applicable |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Martin Griffiths |
| 2 | Reason for the notification |
| a) | Position/status | Chief Executive |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Executive Participation Plan Deferred Award |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares sold | 105p | 888,425 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 888,425105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ross Paterson |
| 2 | Reason for the notification |
| a) | Position/status | Finance Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Receipt, for nil consideration, of 592,328 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares received | Nil consideration | 592,328 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | Not Applicable |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ross Paterson |
| 2 | Reason for the notification |
| a) | Position/status | Finance Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Executive Participation Plan Deferred Award |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares sold | 105p | 592,328 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 592,328105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Martin Griffiths |
| 2 | Reason for the notification |
| a) | Position/status | Chief Executive |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Receipt, for nil consideration, of 294,405 Ordinary shares on the vesting of awards under the Restricted Share Plan. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares received | Nil consideration | 294,405 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | Not Applicable |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Martin Griffiths |
| 2 | Reason for the notification |
| a) | Position/status | Chief Executive |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Restricted Share Plan |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares transferred to Director sold under offer | 105p | 294,405 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 294,405105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ross Paterson |
| 2 | Reason for the notification |
| a) | Position/status | Finance Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Receipt, for nil consideration, of 196,285 Ordinary shares on the vesting of awards under the Restricted Share Plan. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares received | Nil consideration | 196,285 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | Not Applicable |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ross Paterson |
| 2 | Reason for the notification |
| a) | Position/status | Finance Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Restricted Share Plan |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares transferred to Director sold under offer | 105p | 196,285 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 196,285105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Martin Griffiths |
| 2 | Reason for the notification |
| a) | Position/status | Chief Executive |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of shares held under the Stagecoach 2011 Share Incentive Plan |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 9,042 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 9,042105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ross Paterson |
| 2 | Reason for the notification |
| a) | Position/status | Finance Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of shares held under the Stagecoach 2011 Share Incentive Plan |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 9,042 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 9,042105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ray O’Toole |
| 2 | Reason for the notification |
| a) | Position/status | Chairman |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 18,000 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 18,000105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Martin Griffiths |
| 2 | Reason for the notification |
| a) | Position/status | Chief Executive |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 684,387 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 684,387105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Ross Paterson |
| 2 | Reason for the notification |
| a) | Position/status | Finance Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 450,555 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 450,555105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Sir Brian Souter |
| 2 | Reason for the notification |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held on trust on behalf of children |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 404 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 404105p |
| e) | Date of the transaction | 23 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Karen Thomson |
| 2 | Reason for the notification |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 11,071 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 11,071105p |
| e) | Date of the transaction | 25 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| a) | Name | Lynne Weedall |
| 2 | Reason for the notification |
| a) | Position/status | Non-Executive Director |
| b) | Initial notification/ Amendment | This is an initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| a) | Name | Stagecoach Group plc |
| b) | LEI | 4L663LRNTBQ008OK2N07 |
| 4 | 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 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 125/228pISIN: GB00B6YTLS95 |
| b) | Nature of the transaction | Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Shares sold | 105p | 12,000 |
| | | |
| d) | Aggregated information — Aggregated volume — Price | 12,000105p |
| e) | Date of the transaction | 25 May 2022 |
| f) | Place of the transaction | Outside a trading venue |
For further information, please contact:AnalystsMartin Griffiths, Chief Executive 01738 442111Ross Paterson, Finance Director 07714 667 897MediaSteven Stewart, Director of Corporate Communications 07764 774 68025 May 2022
