Director/PDMR Shareholding
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
Hays plc (the "Company")
In accordance with Disclosure and Transparency Rule 3.1.4R(1)(a), the Company
hereby notifies you of the following changes in the interests of directors and
persons discharging managerial responsibility ("PDMRs") in the Ordinary share
capital of the Company.
* Denotes a director of the Company.
DEFERRED ANNUAL BONUS PLAN (the "DAB")
Today, 18 October 2011, matching awards granted to PDMRs on 13 October 2008
("Matching Awards") partially vested under the rules of the DAB, as detailed in
the table below.
The Matching Awards were made on a 1:1 matching basis for each deferred right
("Deferred Right") share awarded out of pre-tax bonus from the 2008 financial
year. Shares under the Matching Awards have vested for nil consideration as to
59.35%, based on three performance conditions (each component representing
one-third of the Matching Awards), of Cumulative EPS, Cumulative International
Net Fees and Cumulative Cash Conversion, measured over the performance period 1
July 2008 to 30 June 2011. Further information on the performance conditions
can be found in the Company's Annual Report & Financial Statements 2011. The
balance of each Matching Award has lapsed.
The vested shares under the Matching Awards qualify for additional dividend
equivalent shares. Dividend equivalent shares relating to 2011 final dividend
(record date 14 October 2011), which are excluded from the table below, will
not be released and announced until after declaration of the dividend at the
Company's Annual General Meeting to be held on 9 November 2011.
The PDMRs today sold the number of shares shown below to meet the tax liability
on the vested element of the Matching Awards, dividend equivalent shares and
brokerage costs, or for other purposes, at a price of 72.3 pence per share.
GRANTED VESTED DIVIDEND TOTAL
MATCHING MATCHING EQUIVALENT SHARES SHARES
NAME AWARD AWARD SHARES RELEASED SOLD
Alistair Cox* 839,160 498,041 102,452 600,493 312,883
Paul Venables* 296,467 175,953 36,194 212,147 110,538
Nick Cox 63,330 37,586 7,729 45,315 23,612
Sholto Douglas-Home 28,068 16,658 3,424 20,082 10,464
Alison Yapp 48,130 28,565 5,874 34,439 17,945
Nigel Heap 58,324 34,615 7,119 41,734 41,734
In 2010, all but one of the PDMRs waived their Deferred Right awards and were
granted vested special awards, as previously announced and fully described in
the Company's Annual Report & Financial Statements 2010. For the PDMR who did not
waive his Deferred Right award, details of the Deferred Right shares and associated
dividend equivalent shares released today and sold at a price of 72.3 pence per
share are shown in the table below.
DEFERRED DIVIDEND TOTAL
RIGHT EQUIVALENT SHARES SHARES
NAME RELEASED SHARES RELEASED SOLD
Nigel Heap 58,324 11,997 70,321 70,321
Mr Heap sold the Matching Award and Deferred Right shares to meet the tax
liability on all the DAB and Performance Share Plan shares (described in the
following section) released today. Mr Heap will be entitled to further dividend
equivalent shares (relating to the 2011 final dividend) in respect of these
Deferred Right shares on the terms described above.
PERFORMANCE SHARE PLAN (the "PSP")
Today, 18 October 2011, PSP awards granted to PDMRs on 13 October 2008 ("PSP
Awards") partially vested under the rules of the PSP, as detailed in the table
below. Shares under the PSP Awards have vested for nil consideration as to
50.0%, based on two performance conditions (each component representing
one-half of the PSP Awards) of Cumulative EPS and Cumulative Cash Conversion
measured over the performance period 1 July 2008 to 30 June 2011. Further
information on the performance conditions can be found in the Company's Annual
Report & Financial Statements 2011. The balance of each PSP Award has lapsed.
The vested shares under the PSP Awards qualify for additional dividend
equivalent shares. Dividend equivalent shares relating to 2011 final dividend
(record date 14 October 2011), which are excluded from the table below, will
not be released and announced until after declaration of the dividend at the
Company's Annual General Meeting to be held on 9 November 2011.
Certain of the PDMRs today sold the number of shares shown below to meet the
tax liability on the vested element of the PSP Awards, dividend equivalent
shares and brokerage costs, or for other purposes, at a price of 72.3 pence per
share.
GRANTED VESTED DIVIDEND TOTAL
PSP PSP EQUIVALENT SHARES SHARES
NAME AWARD AWARD SHARES RELEASED SOLD
Alistair Cox* 440,559 220,279 45,313 265,592 138,385
Paul Venables* 317,643 158,821 32,669 191,490 99,775
Nick Cox 221,655 110,827 22,797 133,624 69,624
Sholto Douglas-Home 129,370 64,685 13,304 77,989 40,636
Nigel Heap 204,134 102,067 20,995 123,062 0
Steve Weston 192,307 96,153 19,779 115,932 60,406
Alison Yapp 146,853 73,426 15,103 88,529 46,128
Tim Cook 192,307 96,153 19,779 115,932 115,932
James Cullens 167,832 83,916 17,261 101,177 101,177
PURCHASE OF SHARES
On 18 October 2011, Mrs Angela Thomson, a person connected with Alan Thomson,
Chairman and PDMR, purchased 25,000 Ordinary Shares of 1p each in the Company
at 72.2 pence per share.
As a result of the above transactions, the directors' interests in the
Ordinary share capital of the Company (excluding share options and unvested
incentive shares but including shares held beneficially under deferred bonus
arrangements) now stands as follows:
Alan Thomson: 100,000 shares
Alistair Cox: 2,286,039 shares
Paul Venables: 1,496,509 shares
For further information in respect of this announcement please contact Neil
Tsappis, Deputy Company Secretary, Hays plc, +44(0)20 7383 2266.