Director/PDMR Shareholding

RNS Number : 6373C

National Express Group PLC

18 April 2017

 

NATIONAL EXPRESS GROUP PLC

 ("Company")

Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")

Following receipt of notification today from the below named PDMRs, the Company provides notification of the following transactions effected by the PDMRs on 13 April 2017 relating to their respective interests in the ordinary shares of nominal value 5p each in the capital of the Company ("Shares") (ISIN: GB0006215205).

The transactions arise for each of the PDMRs' from: (i) the exercise of an option award(s) over certain performance conditioned and matching Shares which vested on 9 April 2017 - the original awards having been granted on 9 April 2014 under the Company's Long-Term Incentive Plan 2005 ("LTIP"), and, as applicable, the HMRC approved Company Share Option Plan attached thereto ("CSOP"), and (ii) the immediate sale on the London Stock Exchange of all or some of the Shares acquired under (i), as indicated.

Name and position of PDMR	Number of Shares acquired on exercise of LTIP and/or CSOP option  (as indicated) ¹	Number of Shares immediately sold in the market at 356.2357p               per share	Total beneficial interest in Shares following the transaction (including those held by connected persons)	Total interest in Shares following the transaction under the Company's deferred bonus and long-term incentive plans
Dean Finch,       Group Chief Executive	444,095 (LTIP)	444,095²	137,598	1,524,208
Matthew Ashley, Group Finance Director	146, 834 (LTIP)   10, 793 (CSOP)	133,733²	111,785	316,202

¹ Awards under the LTIP were granted in the form of conditional nil cost options and awards under the CSOP were structured in the form of market value share options with an exercise price of £2.743 per Share. The CSOP awards are aligned with the requirements of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 and their vesting is by way of set-off against Shares vesting under the original LTIP award. Malus and clawback provisions did not apply to the original awards. All Share deliverables are satisfied through the transfer of market purchased Shares from the Company's Employee Benefit Trust.

² Including Shares compulsorily withheld and sold to satisfy the individual's personal tax and national insurance contribution liabilities which arise immediately on exercise and which will be paid out of the proceeds of sale.

The stretching performance condition targets which attached to the original awards were set at the time of grant and related to the three-year financial period ended 31 December 2016. These targets, and the Company's measured performance against them, are shown below (and in the Directors' Remuneration Report of the Company's 2016 Annual Report) and were used to determine the 98.7% vesting level of the Shares subject to the original award and available to be acquired on exercise.

Performance Condition	Weighting	Threshold performance required              (30% vesting)	Maximum                performance required                         (100% vesting)	Actual performance	% vesting
TSR	25%	Median of FTSE 250 comparator group	Upper quintile of comparator group	Between median and upper quintile	94.8%
TSR 1	25%	Median of Bespoke Index comparator group	Equal to or above the Bespoke Index +10% pa	Greater than the Bespoke Index +10% pa	100%
EPS 2	50%	2016 EPS of 21.3p	2016 EPS of 23.9p	29.1p	100%
Total	100%				98.7%

¹ TSR was measured against a bespoke comparator group of transport companies taken predominantly from the FTSE Industrial Transportation and FTSE Travel & Leisure sectors.

² The Remuneration Committee considered and agreed changes to the performance conditions for outstanding awards made under the previous 2005 Long-Term Incentive Plan whereby the growth in EPS for outstanding awards under this plan would be based on a consistent accounting basis to exclude actual bid costs incurred. This adjustment serves to ensure that the EPS element of the LTIP continues to incentivise and reward delivery of normalised EPS growth given that bid costs, with effect from 1 January 2015, are treated as a normalised expense which had the impact of reducing normalised EPS in 2015 and subsequent years.

This above notice is given in fulfilment of the Company's obligation under DTR 3.1.

The following disclosures are made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

1.	Details of PDMR
	Full Name	Dean Finch
	Position / status	Group Chief Executive
	Initial notification / amendment	Initial notification
2.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
	Name		National Express Group PLC
	LEI		213800A8IQEMY8PA5X34
3.	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
(i)	Description of the financial instrument Identification code	Ordinary shares of nominal value 5p each                                                                                                     GB0006215205
	Nature of the transaction	Acquisition The exercise, post-performance conditioned vesting, of a nil cost option to acquire 444,095 shares under the Company's Long-Term Incentive Plan 2005.
	Price(s) and volume(s)	Price(s) Volume(s) Nil per Ordinary share 444,095 Ordinary shares
	Aggregated information Aggregated volume Price	444,095 Ordinary shares at [£3.562357 or Nil] per Ordinary share   totalling £Nil
	Date of the transaction	13 April 2017
	Place of the transaction	N/A
(ii)	Description of the financial instrument Identification code	Ordinary shares of nominal value 5p each                                                                                                      GB0006215205
	Nature of the transaction	Disposal  The sale of 444,095 shares in the market
	Price(s) and volume(s)	Price(s) Volume(s) £3.562357 per Ordinary share 444,095 Ordinary shares
	Aggregated information Aggregated volume Price	444,095 Ordinary shares at £3.562357 per Ordinary share   totalling £1,582,025
	Date of the transaction	13 April 2017
	Place of the transaction	London Stock Exchange

1	Details of PDMR
	Full Name	Matthew Ashley
	Position / status	Group Finance Director
	Initial notification / amendment	Initial notification
2	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
	Name		National Express Group PLC
	LEI		213800A8IQEMY8PA5X34
3	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
(i)	Description of the financial instrument Identification code	Ordinary shares of nominal value 5p each                                                                                           GB0006215205
	Nature of the transaction	Acquisition The exercise, post-performance conditioned vesting, of a nil cost option to acquire 146,834 shares under the Company's Long-Term Incentive Plan 2005.
	Price(s) and volume(s)	Price(s) Volume(s) Nil per Ordinary share 146,834 Ordinary shares
	Aggregated information Aggregated volume Price	146,834 Ordinary shares at Nil per Ordinary share totalling £Nil
	Date of the transaction	13 April 2017
	Place of the transaction	N/A
(ii)	Description of the financial instrument Identification code	Ordinary shares of nominal value 5p each                                                                                           GB0006215205
	Nature of the transaction	Acquisition The exercise, post-performance conditioned vesting, of a market value share option to acquire 10,793 shares at an exercise price of £2.743 per share under the HMRC approved Company Share Option Plan schedule to the Company's Long-Term Incentive Plan 2005.
	Price(s) and volume(s)	Price(s) Volume(s) £2.743 per Ordinary share 10,793 Ordinary shares
	Aggregated information Aggregated volume Price	10,793 Ordinary shares at £2.743 per Ordinary share totalling £29,605
	Date of the transaction	13 April 2017
	Place of the transaction	N/A
(iii)	Description of the financial instrument Identification code	Ordinary shares of nominal value 5p each                                                                                           GB0006215205
	Nature of the transaction	Disposal The sale of 133,733 shares in the market
	Price(s) and volume(s)	Price(s) Volume(s) £3.562357 per Ordinary share 133,733 Ordinary shares
	Aggregated information Aggregated volume Price	133,733 Ordinary shares at £3.562357 per Ordinary share totalling         £476,405
	Date of the transaction	13 April 2017
	Place of the transaction	London Stock Exchange

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National Express contact and telephone number for enquiries:

Michael Arnaouti, Company Secretary

++44 (0) 207 805 3807

 

END

 

 

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