Director/PDMR Shareholding

RNS Number : 6225Q

Kainos Group plc

29 June 2022

 

29 June 2022

Kainos Group plc

("Kainos" or the "Company")  

Director / PDMR shareholdings

The Company announces that on 28 June 2022, share awards (the "Awards") approved by the Board of Directors of the Company under the Kainos Group Performance Share Plan (the "PSP Awards"), in the form of nominal value options over Ordinary Shares were awarded to executive directors and executive managers of the Company.  The PSP Awards vest, other than in exceptional circumstances, over a three year period from 28 June 2022.  The performance conditions associated with the PSP Awards are as follows:

(a)  25% of each PSP Award is subject to a performance condition based on the Company's Earnings Per Share ("EPS") Growth measured over the three financial years commencing 1 April 2022.  This portion of the PSP Award will:

· not vest at all if EPS Growth over the measurement period is less than 5%;

· vest in respect of 30% if EPS Growth over the measurement period is 5%;

· vest in full if EPS Growth over the measurement period is 13% or higher;

· vest proportionately, calculated on a straight-line basis if EPS Growth over the measurement period is higher than 5% but less than 13%.

(b)  45% of each PSP Award is subject to a performance condition based on the Company's Total Shareholder Return ("TSR") performance compared with the FTSE techMARK All-Share index measured over the period of three years commencing 1 April 2022.  This portion of the PSP Award will:

· not vest at all if TSR performance over the measurement period is below the mean average Index price for the FTSE techMARK All-Share index ("Initial Vesting Threshold");

· vest in full if TSR performance over the measurement period is above the mean average price growth for the FTSE techMARK All-Share index plus four percentage points ("Upper Vesting Threshold");

· vest proportionately, calculated on a straight-line basis if TSR performance over the measurement period is greater than the Initial Vesting Threshold but less than the Upper Vesting Threshold.

(c)  30% of each PSP Award is subject to a collection of performance conditions associated with Kainos being a Responsible Company. This portion of the PSP Award will vest as follows:

· 10% of the award will vest if by 31 March 2025 32% of Senior Management Roles are held by women;

· 10% of the award will vest if by 31 March 2025 the latest available Employee Engagement score equates to "satisfied" or better, as measured through an employee engagement measure as the Committee considers appropriate;

· 5% of the award will vest if by 31 March 2025, if the Kainos Scope 1 and 2 CO2 emissions show an absolute reduction of 70% and Scope 3 CO2 emissions intensity reduction of 45%.

· 5% of the award will vest if by 31 March 2025, the latest available customer engagement score shows positive customer satisfaction with 95% of customers scoring the Company as "Good" or better.

Notification and public disclosure of transactions by persons discharging

managerial responsibilities and persons closely associated with them.

 (A19 Market Abuse Regulation)

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Brendan Mooney
2.	Reason for the notification
a.	Position/status	CEO
b.	Initial notification /Amendment	Initial
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Kainos Group plc
b.	LEI	213800H2PQMIF3OVZY47
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument/ type of instrument Identification code	Options over Ordinary Shares of £0.005 each KNOS
b.	Nature of the transaction	PSP Share Awards 2022
c.	Price(s) and volume(s)	PSP Award 1 Exercise Price(s) Volume(s) £0.005 6,753 1.  Subject to the PSP Awards vesting criteria.
d.	Aggregated information · Aggregated volume · Price	N/A
e.	Date of the transaction	28-06-22
f.	Place of the transaction	Outside a trading venue
1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Richard McCann
2.	Reason for the notification
a.	Position/status	CFO/COO
b.	Initial notification /Amendment	Initial
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Kainos Group plc
b.	LEI	213800H2PQMIF3OVZY47
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument/ type of instrument Identification code	Options over Ordinary Shares of £0.005 each KNOS
b.	Nature of the transaction	PSP Share Awards 2022
c.	Price(s) and volume(s)	PSP Award 1 Exercise Price(s) Volume(s) £0.005 7,493 1 .  Subject to the PSP Awards vesting criteria.
d.	Aggregated information · Aggregated volume · Price	N/A
e.	Date of the transaction	28-06-22
f.	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Russell Sloan
2.	Reason for the notification
a.	Position/status	Divisional Director, Digital Services
b.	Initial notification /Amendment	Initial
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Kainos Group plc
b.	LEI	213800H2PQMIF3OVZY47
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument/ type of instrument Identification code	Options over Ordinary Shares of £0.005 each KNOS
b.	Nature of the transaction	PSP Share Awards 2022
c.	Price(s) and volume(s)	PSP Award 1 Exercise Price(s) Volume(s) £0.005 6,938 1.  Subject to the PSP Awards vesting criteria.
d.	Aggregated information · Aggregated volume · Price	N/A
e.	Date of the transaction	28-06-22
f.	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a.	Name	Malachy Smith
2.	Reason for the notification
a.	Position/status	Divisional Director, Workday Implementation Services
b.	Initial notification /Amendment	Initial
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Kainos Group plc
b.	LEI	213800H2PQMIF3OVZY47
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the Financial instrument/ type of instrument Identification code	Options over Ordinary Shares of £0.005 each KNOS
b.	Nature of the transaction	PSP Share Awards 2022
c.	Price(s) and volume(s)	PSP Award 1 Exercise Price(s) Volume(s) £0.005 6,938 1.  Subject to the PSP Awards vesting criteria.
d.	Aggregated information · Aggregated volume · Price	N/A
e.	Date of the transaction	28-06-22
f.	Place of the transaction	Outside a trading venue

Ends

For further information, please contact:

Kainos  via FTI Consulting LLP

Brendan Mooney, Chief Executive Officer

Richard McCann, Chief Financial Officer

Investec Bank plc   [phone]

Patrick Robb / Ben Griffiths

Canaccord Genuity   [phone]

Simon Bridges/ Andrew Potts

FTI Consulting LLP  [phone]

Matt Dixon / Dwight Burden / Kwaku Aning

About Kainos

Kainos Group plc is a UK-headquartered IT provider, across two specialist business areas, Digital Services and the Workday Practice.

The Group's Digital Services include full lifecycle development and support of customised Digital Services for public sector, healthcare and commercial customers. These transformative solutions encompass a range of services from experience design to artificial intelligence and cloud to deliver truly intelligent solutions that are secure, accessible and cost-effective.

The Group's Workday Practice is one of Workday's most respected partners. As a full-service partner, we are experienced in complex deployment and integrations, and the leader in Workday test automation.

We're trusted by our customers to launch, test, expand and safeguard their Workday systems. Kainos has over 2,500 people across 17 offices in Europe and North America, and South America.

Kainos is listed on the London Stock Exchange (LSE: KNOS). For further information, please visit  www.kainos.com .

 

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