Hays plc - Share awards
In accordance with DR 3.1.4(R)(1)(a) Hays plc ("the Company") wishes to notify
the following changes in the interests of Directors and persons discharging
managerial responsibility ("PDMRs") arising out of the grant of conditional
awards of ordinary shares in the Company ("Shares") under the share plans
listed below.
Deferred Annual Bonus Plan (`DAB')
In accordance with rules of the DAB and approval by the Remuneration Committee
of the directors' bonuses for the accounting period ending 30 June 2008, the
following Directors and PDMRs have deferred part of their bonus into the DAB.
Accordingly the following awards of Deferred Rights have been made:
Name Director or PDMR Deferred Rights Matching Shares
Alistair Cox Director & PDMR 839,160 839,160
Paul Venables Director & PDMR 296,467 296,467
Nick Cox PDMR 63,330 63,330
Sholto Douglas-Home PDMR 28,068 28,068
Nigel Heap PDMR 58,324 58,324
Alison Yapp PDMR 48,130 48,130
TOTAL SHARES 1,333,479 1,333,479
Hays plc will in October 2011 award up to one matching share for each Deferred
Right invested by participants subject to the satisfaction of the three
following performance criteria:
The vesting of one third of the Shares under the matching award will depend on
achievement of a target based on the Group's cumulative Earnings Per Share
("EPS"); the vesting of one third of the Shares under award will depend on the
Group's Cash Conversion target being met; and the vesting of the final third
will depend on a target relating to growth in International Net Fees (rather
than International Net Fees as a percentage of total net fees as anticipated in
the Directors' Remuneration Report). The award will be measured over a three
year period. The EPS element of these awards will only vest in the event that
the Remuneration Committee is satisfied that Hays' operating profit performance
over the three year period outperforms that of a comparator group of companies
over the same period.
Performance Share Plan ("PSP")
The following awards have been granted to Directors and PDMRs under the PSP in
respect of the financial year 2008/09:
Name Director or PDMR Number of Shares under PSP Award
Alistair Cox Director & PDMR 440,559
Paul Venables Director & PDMR 317,643
Timothy Cook PDMR 192,307
Nicholas Cox PDMR 221,655
James Cullens PDMR 167,832
Sholto Douglas-Home PDMR 129,370
Nigel Heap PDMR 204,134
Stephen Weston PDMR 192,307
Alison Yapp PDMR 146,853
TOTAL SHARES 2,012,660
The number of Shares stated above is the maximum available to each Director and
PDMR on satisfaction in full of the applicable performance criteria. These PSP
awards, which will normally vest in October 2011, are subject to achievement of
the following performance criteria:
The vesting of one half of the Shares under award will depend on achievement of
a target based on the Group's cumulative Earnings Per Share ("EPS") and the
vesting of the remaining one half of the Shares under award will depend on
Group's Cash Conversion target being met. The award equates to 50% of base
salary and will be measured over a three year period. The EPS element of these
awards will only vest in the event that the Remuneration Committee is satisfied
that Hays' operating profit performance over the three year period outperforms
that of a comparator group of companies over the same period.
For further information in respect of this announcement please contact Stefan
Bort, Deputy Secretary, Hays plc, +44(0)20 7383 2266.
Draft: 13 October 2008
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