Director/PDMR Shareholding

RNS Number : 8712K

FDM Group (Holdings) plc

21 April 2015

FDM Group (Holdings) plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

PSP Award - 20 April 2015

On 20 April 2015 FDM Group (Holdings) plc ("FDM") granted awards over ordinary shares in the Company under the FDM 2014 Performance Share Plan (the "PSP"), as noted below.

The vesting of the awards is subject to the achievement of a performance condition based upon the annual compound growth in FDM's earnings per share over the three year performance period commencing with FDM's 2015 financial year. Ordinarily, the awards and options will vest (subject to the achievement of the performance conditions) following the announcement of FDM's results for its 2017 financial year.

Awards granted to participants in the UK have been structured as "Approved PSP" ("APSP") awards to take account of potential tax advantages for the participants and FDM. Each APSP award consists of a tax qualifying option under the FDM Company Share Option Plan (the "CSOP") over shares with a value of up to £30,000 and with an exercise price of £3.31 per share, a "Linked Award" under the PSP which is principally a funding award to fund the exercise price of the CSOP option and a separate award under the PSP in respect of the balance of the value of the award above £30,000, as noted below.

Each award (including the Linked Awards) under the PSP has been granted in the form of an option with an exercise price per share of £0.01

Name	Number of shares subject to PSP award	Number of shares subject to CSOP option (where applicable)	Maximum number of shares subject to linked award*
Executive Directors
Rod Flavell	40,937	9,063	9,063
Sheila Flavell	40,937	9,063	9,063
Andy Brown	40,937	9,063	9,063
Mike McLaren	40,937	9,063	9,063
Other Senior Managers
Andrew King	15,937	9,063	9,063
Claus Damwerth	25,000	N/A	N/A
Stewart Sharman	15,937	9,063	9,063

*Each Linked Award is principally to fund the exercise price of the CSOP option. If the CSOP option is exercised at a gain, the Linked Award will be exercisable over such number of shares as have a market value at the date of exercise equal to the aggregate exercise price of the CSOP option. If the CSOP option is not capable of exercise at a gain and is released, the Linked Award may be exercised in respect of the number of shares in respect of which it vests.

This notification is made pursuant to Disclosure and Transparency Rule 3.1.4.

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