NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
Hays plc (the "Company")
In accordance with DTR 3.1.4(R)(1)(a) the Company hereby notifies you of the
following changes in the interests of directors and persons discharging
managerial responsibility ("PDMRs") arising out of (a) the grant of conditional
awards of Ordinary shares in the Company ("Shares") under the Performance Share
Plan, and (b) the vesting of a deferred rights award under the Deferred Annual
Bonus Plan.
(a) PERFORMANCE SHARE PLAN ("PSP")
Today, 27 September 2010, the following conditional awards of Shares were
granted for nil consideration to PDMRs under the rules of the PSP. The number
of Shares under award was calculated by reference to the price of 110.9 pence
per Share, being the closing middle market price on 24 September 2010. The
number of Shares stated below is the maximum number of Shares available to each
PDMR on satisfaction in full of the applicable performance conditions.
DIRECTOR NUMBER OF SHARES
NAME OR PDMR UNDER PSP AWARD
Alistair Cox Director & PDMR 994,138
Paul Venables Director & PDMR 716,774
Tim Cook PDMR 297,565
Nick Cox PDMR 342,978
James Cullens PDMR 259,693
Sholto Douglas-Home PDMR 216,411
Nigel Heap PDMR 499,493
Royston Hoggarth PDMR 351,668
Stephen Weston PDMR 297,565
Alison Yapp PDMR 238,052
TOTAL SHARES 4,214,337
The vesting of one half of the Shares under award will depend on the Company's
total shareholder return performance relative to a sector peer group, measured
over the three-year period to 30 June 2013. Vesting of this tranche will also
be dependent on the Remuneration Committee being satisfied with the financial
performance of the Company over the three-year period. The vesting of the
remaining one half of the Shares under award will depend on achievement of a
target based on the Group's cumulative Earnings per Share ("EPS") performance
over the three financial years from 1 July 2010 to 30 June 2013. The lower and
upper EPS growth range for the first year of the cycle, from 1 July 2010 to 30
June 2011, will be based on external consensus forecasts for that year (being a
range of +/- 4% around the consensus forecast EPS of 4.9p per share). The EPS
growth for the remaining two years of the cycle from 1 July 2011 to 30 June
2013 will require additional growth of between RPI+4% and RPI+12% per annum to
achieve threshold and maximum vesting respectively. This approach, which the
Remuneration Committee also intends to use in future performance cycles, has
been adopted following discussion with major shareholders. Further information
will be set out in the Company's 2010 Remuneration Report to be published in
October 2010.
(b) DEFERRED ANNUAL BONUS PLAN ("DAB")
Shares acquired under a deferred rights award granted on 21 September 2007 to
Mr N Heap, a PDMR, were released today under the rules of the DAB as detailed
in the table below. The award was originally made out of his pre-tax bonus from
the 2007 financial year. Shares under the related matching award have lapsed in
full. The vested Shares qualify for additional dividend equivalent Shares.
DEFERRED DIVIDEND TOTAL
DIRECTOR RIGHTS EQUIVALENT SHARES
NAME OR PDMR RELEASED SHARES RELEASED
Nigel Heap PDMR 37,369 7,462 44,831
For further information in respect of this announcement please contact Neil
Tsappis, Deputy Company Secretary, Hays plc on +44 (0) 20 7383 2266.
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