Director/PDMR Shareholding

Notification

Capita plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS IN ACCORDANCE WITH DTR 3.1.4R AND DTR
3.1.2R

 

1. Name of the issuer - Capita plc

 

2. Name of person discharging managerial responsibilities/director

 

Paul Pindar, Gordon Hurst, Vic Gysin, Andy Parker and Maggi Bell

 

3. Indicate whether the notification is in respect of a holding of the person
referred to in 2 above or in respect of a non-beneficial interest

 

In respect of a holding of the persons referred to in 2

 

4. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares

 

Ordinary shares of 2 1/15p each

 

5. Name of registered shareholder(s) and, if more than one, the number of
shares held by each of them

 

Paul Pindar, Gordon Hurst, Vic Gysin, Andy Parker and Maggi Bell

 

6. State the nature of the transaction

 

Deferred Annual Bonus Plan ("DABP")

On 8 April 2013, the Directors detailed in section 3 above exercised nil cost
options in respect of the Matching Share Awards awarded to them under the DABP
in 2010. The resulting shares from both the Deferred and Matching elements of
the awards and the associated Restricted Shares were sold immediately, as
detailed below, at a price of 869.57p per share for all Directors except for
Paul Pindar, who sold at 870.19p per share.

Paul Pindar - Matching Shares: 28,941 Ordinary shares (0.0044%), Restricted
Shares: 21,736 Ordinary shares (0.0033%),

Matching Shares lapsed: 26,322 (0.004%);

Gordon Hurst - Matching Shares: 21,222 Ordinary shares (0.0032%)

Matching Shares lapsed: 19,303 (0.003%);

Vic Gysin - Matching Shares: 13,891 Ordinary shares (0.0021%), Restricted
Shares: 10,433* Ordinary shares (0.0008%);

Matching Shares lapsed: 12,635 (0.002%);

Andy Parker - Matching Shares: 3,665 Ordinary shares (0.0006%), Deferred
Shares: 4,666 Ordinary shares (0.0007%)

Matching Shares lapsed: 3,334 (0.001%);

Maggi Bell - Matching Shares: 17,364 Ordinary shares (0.0026%), Restricted
Shares: 13,042 Ordinary shares (0.002%);

Matching Shares lapsed: 15,793 (0.002%).

*Of the 10,433 Restricted Shares released to Vic Gysin, 5,217 were transferred
to his spouse and sold immediately at a price of 869.57p per share.

Long Term Incentive Plan ("LTIP")

On 8 April 2013, the Directors referred to in section 3 above also exercised
nil cost options granted to them under the LTIP in 2010. The resulting shares
were sold immediately as set out below. The shares were sold at 869.57p per
share for all Directors except for Paul Pindar, who sold at 870.19p per share.
The number of nil cost options that lapsed upon vesting is also detailed:

Paul Pindar - LTIP: 71,164 Ordinary shares (0.011%);

Options lapsed: 93,836 (0.014%);

Gordon Hurst - LTIP: 51,756 Ordinary shares (0.008%);

Options lapsed: 68,244 (0.010%);

Vic Gysin - LTIP: 25,784 Ordinary shares (0.004%);

Options lapsed: 14,216 (0.002%);

Andy Parker - LTIP: 25,784 Ordinary shares (0.004%);

Options lapsed: 14,216 (0.002%);

Maggi Bell - LTIP: 51,756 Ordinary shares (0.008%);

Options lapsed: 68,244 (0.010%);

Long Term Indexed Share Appreciation Scheme ("LTISAS")

In addition to the transactions listed above, on 8 April 2013, Paul Pindar
exercised options granted to him under the LTISAS in 2004.The exercise price
under the award was 474p and the resulting 600,000 Ordinary shares (0.09%) were
sold immediately at 869.22p per share.

Capita Share Ownership Plan (the "Trust") - Capita IRG Trustees Limited (the "
Trustee")

A purchase was also made on 8 April 2013 of 23,083 Ordinary shares in the
Company by the Trustee of the Trust at a price of 871.0p per share for the
purpose of satisfying the purchase of Ordinary shares by eligible employees who
have elected to join the Capita plc Share Ownership Plan, including executive
directors and persons discharging managerial responsibilities who are therefore
potential beneficiaries under the Trust. On behalf of Gordon Hurst, the Trustee
purchased the following shares:

Trust Purchase of Shares - 17Ordinary shares (0.000003%)

Executive Share Option Scheme ("ESOS")

On 8 April, Vic Gysin exercised unapproved options granted to him under the
ESOS in 2007. The exercise price in respect of the award was 661.5p and the
resulting 50,000 Ordinary shares (0.008%) were sold immediately at 869.57p per
share.

 

7. Number of shares, debentures or financial instruments relating to shares
acquired

 

See section 6 above

 

8. Price per share or value of transaction

 

See Section 6 above

 

9. Date and place of transaction

 

8 April 2013

 

10. Date issuer informed of transaction

 

8 April 2013

11. Additional Information

656,165,620 issued share capital (as at 8 April 2013, excluding Treasury
Shares)

12,512 483 shares currently held in Treasury

 

12. Name of contact and telephone number for queries

 

Francesca Todd, 020 7202 0641

 

Name and signature of duly authorised officer of issuer responsible for making
notification

 

Francesca Todd, Deputy Company Secretary

 

Date of notification

 

9 April 2013