Director/PDMR Shareholding
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required
by DR3.1.4R(1)
1. An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and
24.
2. An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and
24.
3. An issuer making a notification in respect of options granted to a director
/person discharging managerial responsibilities should complete boxes 1 to
3 and 17 to 24.
4. An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should
complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes should be in block capital letters.
1. Name of the Issuer
The Capita Group Plc
2. State Whether the notification related to
i. a transaction notified in accordance with DR 3.1.4R(1); or
ii. a disclosure made in accordance with LR 9.8.6R(1); or
iii. a disclosure made in accordance with section 793 of the Companies Act
(2006)
Mr Paul Pindar - (i)
Mr Gordon Hurst - (i)
Mr Simon Pilling - (i)
Ms Maggi Bell - (i)
Mr David Rigby - (i)
Mr Kevin Dady - (i)
Mr Vic Gysin - (i)
Mr Andy Parker - (i)
3. Name of person discharging managerial responsibilities/director
Paul Pindar, Gordon Hurst, Simon Pilling, Maggi Bell, David Rigby, Kevin Dady,
Vic Gysin and Andy Parker
4. State whether notification related to person connected with a person
discharging managerial responsibilities/director name in 3 and identify the
connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest.
Notification in respect of persons referred to in 3 above.
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary Shares of 2 1/15p each
7. Name of registered shareholder(s) and, if more than one, the number of
shares held by each of them
Paul Pindar:
Shares in own name: 1,451,613 (0.23%), Shares held under LTIP: 330,000
(0.053%), Shares held under LTISAS: 600,000 (0.096%), Shares held under DABP:
284,714 (0.046%)
Gordon Hurst:
Shares in own name: 10,181 (0.0016%), Shares held under CSOP: 74 (0.000012%),
Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 207,401
(0.033%)
Simon Pilling:
Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 191,207
(0.031%)
Maggi Bell
Shares held under ESOS: 4,467 (0.00072%), Shares held under LTIP: 110,000
(0.18%), Shares held under DABP: 157,111 (0.025%)
David Rigby:
Shares held under CSOP: 585 (0.000094%), Shares held under Executive Option:
4,467 (0.00072%), Shares held under LTIP: 70,000 (0.011%), Shares held under
DABP: 157,111 (0.025%)
Kevin Dady:
Shares held under CSOP: 2,372 (0.00038%), Shares held under SAYE: 1090
(0.00017%), Shares held under Executive Option: 3,301 (0.00053%), Shares held
under LTIP: 120,000 (0.019%), Shares held under DABP: 130,839 (0.021%)
Vic Gysin:
Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%),
Shares held under DABP: 24,522 (0.0039%)
Andrew Parker
Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%)
8. State the nature of transactions
Deferred Annual Bonus Exercise
On 26th February 2010 David Rigby exercised 50,532 and Kevin Dady exercised
18,937 options respectively granted under the Deferred Annual Bonus Plan
(DABP). The exercise price for the options was nil cost and all resulting
shares were sold for £7.1205293 (David Rigby) and £7.1252787 (Kevin Dady) per
share.
Deferred Annual Bonus Plan Grant 2010
Furthermore, on 26th February 2010 all the PDMRs named in section 2 above were
awarded Deferred and Matching Shares under the DABP as set out below in section
9.
9. Number of Shares, debentures or financial instruments relating to shares
acquired.
Deferred Annual Bonus Exercise
David Rigby - 50,532 Shares (0.0081%), all sold immediately
Kevin Dady - 18,937 Shares (0.0030%), all sold immediately
Deferred Annual Bonus Plan Grant 2010
Paul Pindar - Restricted Shares: 21,736, Matching Shares: 55,263 (total
0.012%)
Gordon Hurst - Restricted Shares: 15,940, Matching Shares: 40,525 (total
0.009%)
Simon Pilling - Deferred Shares: 28,000, Matching Shares: 42,000 (total
0.011%)
Maggi Bell - Restricted Shares: 13,042, Matching Shares: 33,157 (total
0.007%)
David Rigby - Deferred Shares: 11,882, Matching Shares: 30,210 (total
0.007%)
Kevin Dady - Restricted Shares: 22,105, Matching Shares: 33,157 (total
0.009%)
Vic Gysin - Restricted Shares: 10,433, Matching Shares: 26,526 (total
0.006%)
Mr Andrew Parker - Deferred Shares: 4,666, Matching Shares: 6,999 (total
0.002%)
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
See section 9 above
11. Number of shares, debentures or financial instruments relating to shares
disposed.
Deferred Annual Bonus Exercise
David Rigby - 50,532 Shares (0.0081%)
Kevin Dady - 18,937 Shares (0.0030%)
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage
See section 11 above
13. Price per share or value of transaction
Deferred Annual Bonus Exercise
David Rigby - £7.1205293
Kevin Dady - £7.1252787
14. Date and place of transactions
Deferred Annual Bonus Exercise& Deferred Annual Bonus Plan Grant 2010
26 February 2010, London
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
Paul Pindar:
Shares in own name: 1,451,613 (0.23%), Shares held under LTIP: 330,000
(0.053%), Shares held under LTISAS: 600,000 (0.096%), Shares held under DABP:
361,713 (0.046%)
Gordon Hurst:
Shares in own name: 10,181 (0.0016%), Shares held under CSOP: 74 (0.000012%),
Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 263,866
(0.033%)
Simon Pilling:
Shares held under LTIP: 240,000 (0.038%), Shares held under DABP: 261,207
(0.031%)
Maggi Bell
Shares held under ESOS: 4,467 (0.00072%), Shares held under LTIP: 110,000
(0.018%), Shares held under DABP: 203,310 (0.025%)
David Rigby:
Shares held under CSOP: 585 (0.000094%), Shares held under Executive Option:
4,467 (0.00072%), Shares held under LTIP: 70,000 (0.011%), Shares held under
DABP: 148,671 (0.024%)
Kevin Dady:
Shares held under CSOP: 2,372 (0.00038%), Shares held under SAYE: 1090
(0.00017%), Shares held under Executive Option: 3,301 (0.00053%), Shares held
under LTIP: 120,000 (0.019%), Shares held under DABP: 167,164 (0.027%)
Vic Gysin:
Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%),
Shares held under DABP: 61,481 (0.0099%)
Andrew Parker
Shares under ESOS: 54,392 (0.0087%), Shares held under LTIP: 80,000 (0.013%),
Shares held under DABP: 11,665 (0.0019%)
16. Date issuer informed of transaction
26 February 2010
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17. Date of grant
26 February 2010
18. Period during which or date on which it can be exercised.
26 February 2013 - 26 May 2013
19. Total amount paid (if any) for grant of the option
N/A
20. Description of shares or debentures involved (class and number)
Ordinary Shares of 2 1/15p each
21. Exercise price (if fixed at time of grant) or indication that price is to
be fixed at the time of exercise.
N/A
22. Total number of shares or debentures over which options held following
notification.
See section 15 above
23. Any Additional information
623,704,414 issued share capital (as at 25 February 2009, excluding treasury
shares)
1,110,625 shares currently held in Treasury
Details regarding the Deferred Annual Bonus Plan:
The value of Deferred Shares is determined by the entitlement under the Annual
Bonus Scheme: The Deferred Shares are held for a period of three years from the
date of award.
Restricted Shares - The value of the restricted shares is determined by the
entitlement of the Annual Bonus Scheme after payment of tax and national
insurance. The restricted shares are held beneficially in trust for a period of
three years from the date of the award. Dividends will be waived on these
shares
A conditional award of Matching Shares is made at the same time as the award of
Deferred Shares. Participants are eligible to receive up to 1.5 Matching Shares
for every Deferred Share. For those participants with restricted share awards
this is calculated on the total amount of shares awarded under the Annual Bonus
Share Scheme. Matching Shares vest after the 3 year holding period to the
extent to which performance criteria have been met. The performance condition
that applies to the Matching Shares is earnings per share (EPS) growth against
the UK Retail Price Index (RPI). 33% of the Matching shares will vest if EPS
growth of RPI+4% is achieved; 100% will vest EPS growth of RPI+14% is achieved,
vesting for performance between those targets will be calculated on a straight
line basis.
24. Name of contact and telephone number for queries
Francesca Todd, 020 7202 0641
Name and signature of duly authorised officer of issuer responsible for making
notification
Francesca Todd, Deputy Group Company Secretary
Date of notification
26 February 2010