Director/PDMR Shareholding
Hays plc - Share awards
Following notifications made 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 and other arrangements listed below.
Performance Share Plan ("PSP")
On 5 September 2007, the following awards were granted to PDMRs under the PSP
in respect of the financial year 2007/08:
Name Number of
Shares
under PSP Award
Alistair Cox 766,773
Paul Venables 414,632
Andrew McRae 279,552
Nicholas Cox 241,114
Nigel Heap 237,970
Ross Hetherington 143,769
Lucinda 139,217
Charles-Jones
Alison Yapp 152,703
Total Shares 2,375,730
The number of Shares stated above is the maximum available to each PDMR on
satisfaction in full of the applicable performance criteria. These PSP awards,
which will normally vest in September 2010, are subject to achievement of the
following performance criteria. The vesting of one half of the Shares under
award will depend on growth in the Group's cumulative Earnings Per Share
("EPS") and the vesting of the remaining one half of the Shares under award
will depend on growth in the Group's cumulative Economic Profit. The award to
Mr Cox, who joined the board on 1 September 2007, equates to 200% of base
salary; the award to Mr Venables equates to 150% of base salary.
Restricted Share Award to Alistair Cox
In accordance with the contractual arrangements relating to his recruitment, Mr
Cox was, on 4 September 2007, granted a conditional award over 387,096 Shares
("the Restricted Share Award"). The number of Shares awarded equates to 100% of
his base salary.
The Restricted Share Award will vest in tranches over the next three financial
years (with the vesting date occurring after the announcement of results for
each such financial year) subject to Mr Cox remaining in employment with the
Company at each vesting date. 1/6th of the Shares under award will vest each
year subject only to continued employment, and a further 1/6th will vest each
year subject to Profit Before Tax ("PBT") growth exceeding RPI plus 3%
(measured from a 30 June 2007 base year).
The Remuneration Committee considered the grant of the Restricted Share Award
essential to secure Mr Cox's services, and is satisfied that the award is
appropriate and will align Mr Cox's interests with those of shareholders. As
this is a special arrangement to facilitate, in unusual circumstances, Mr Cox's
recruitment as Chief Executive, shareholder approval is not required by virtue
of 9.4.2(2)R of the Listing Rules. Any Shares to which Mr Cox becomes entitled
on vesting will be satisfied out of existing Shares only.
Final award for Denis Waxman
In accordance with the arrangements relating to Mr Waxman's service leading up
to his retirement, Mr Waxman was on 4 September 2007 granted a conditional
award over 179,732 Shares. This award is part of a revised incentive plan for
Mr Waxman following the Company's agreement with him in December 2006 to extend
his service contract beyond his projected retirement date, pending the
appointment of his successor. The number of Shares under award has been
calculated in accordance with these arrangements.
Vesting of the award is dependent on satisfaction of performance criteria which
relate, as to 80% of the Shares under award, to the Company's achievement of a
PBT target and, as to 20% of the Shares under award, to the Remuneration
Committee's assessment of the strategic health of the business at the date of
handover to Mr Waxman's successor, and maintaining the momentum of the business
during the handover period. These criteria will be assessed on Mr Waxman's
retirement in November 2007. Subject to the satisfaction of the criteria, the
award will vest in two equal tranches, the first vesting within two months of
Mr Waxman's retirement date in November 2007, and the balance a year later.
The Company also announces that the award made to Mr Waxman on 19 December 2006
has crystallised in respect of all 194,710 Shares. This follows the
Remuneration Committee's determination that the performance criteria applicable
to the award (which relate, as to 80% of the Shares under award, to the
Company's achievement of a PBT target and, as to 20% of the Shares under award,
to the Remuneration Committee's assessment of the strategic health of the
business) have been met in full. The Shares under award will vest in two equal
tranches, the first vesting within two months of Mr Waxman's retirement date in
November 2007, and the balance a year later.
Deferred Equity Share Plan
The following release of shares to participants, who are PDMRs, in the Hays
Deferred Equity Share Plan was made on 5 September 2007.
Name Number of Number of Shares
Shares Shares Retained
released sold
Andrew McRae PDMR 42,298 17,378* 24,920
Nicholas Cox PDMR 39,385 16,636* 22,749
Nigel Heap PDMR 44,672 44,672* 0
Ross PDMR 33,615 13,810* 19,805
Hetherington
*The Shares were sold at 155.35p per share.
For further information in respect of this announcement please contact Stefan
Bort, Deputy Secretary, Hays plc, 0207 628 9999.
END