Director/PDMR Shareholding
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
Hays plc (the "Company")
In accordance with Disclosure and Transparency Rule 3.1.4R(1)(a), the Company
hereby notifies you of the following changes in the interests of directors and
persons discharging managerial responsibility ("PDMRs") in the Ordinary share
capital of the Company.
Further details of the awards made today under the Company's share plans are
set out in the Remuneration Report contained within the Hays plc Annual Report
& Financial Statements 2009 available from the Company's website at
www.haysplc.com/hays/investor/reports.
* Denotes a director of the Company.
DEFERRED BONUS AWARDS
As required by the Remuneration Committee, the PDMRs listed in the table below
have deferred 70% of their respective annual cash bonuses for the financial
year ended 30 June 2009 into shares. The PDMRs were permitted to elect to defer
on a post tax or pre-tax basis. Where the deferral was from post-tax bonus, the
relevant PDMRs acquired shares, which are subject to the risk of forfeiture for
a three-year period, at a price of £1.06 per share, being the closing middle
market price on 8 October 2009 ("Deferred Shares"). Where the deferral was from
pre-tax bonus, the relevant PDMRs were granted a conditional right to receive
shares at the end of the three-year period ("Deferred Rights"). The number of
shares under the Deferred Right was calculated by reference to the same price
of £1.06 per share.
Today, conditional awards of matching shares were made for nil consideration
under the rules of the Deferred Annual Bonus Plan ("DAB") in respect of 25% of
the pre-tax annual bonus deferred by each PDMR. The number of shares under a
Matching Award was calculated by reference to the price of £1.06 per share and
equates to a 1:1 match (after adjustment for the tax charge for Deferred
Shares). The Matching Awards are subject to performance conditions based on
Earnings Per Share, International Net Fees and Cash Conversion in equal
proportions measured over a three-year performance period ending on 30 June
2012, and will vest no earlier than 9 October 2012.
No matching award has been made in respect of the remaining 45% of the annual
bonus which a PDMR deferred.
DEFERRED DEFERRED MATCHING
NAME SHARES RIGHTS AWARD
Alistair Cox* 24,133 378,713 210,396
Paul Venables* 96,326 293,878 163,265
Tim Cook 13,790 42,074 23,374
Nick Cox 0 97,960 34,986
James Cullens 0 141,499 50,535
Sholto Douglas-Home 21,871 66,725 37,069
Nigel Heap 27,172 91,422 50,790
Steve Weston 34,990 106,751 59,306
Alison Yapp 0 123,811 44,218
PERFORMANCE SHARE PLAN ("PSP") AWARDS
On 9 October 2009, 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 £1.06 per share, being
the closing middle market price on 8 October 2009. The number of shares stated
below is the maximum number of shares available to each PDMR on satisfaction in
full of the applicable performance condition which is based on the Company's
total shareholder return against a comparator group of ten companies measured
over a three-year performance period ending on 30 June 2012. The awards will
vest no earlier than 9 October 2012. No shares under an award will vest for
below median performance and any vesting will be subject to satisfactory
financial performance over the performance period, as determined by the
Remuneration Committee.
NUMBER OF
SHARES UNDER
NAME PSP AWARD
Alistair Cox* 1,040,094
Paul Venables* 749,908
Tim Cook 311,320
Nick Cox 358,832
James Cullens 271,698
Sholto Douglas-Home 209,434
Nigel Heap 483,718
Steve Weston 311,320
Alison Yapp 237,735
As a result of the above transactions, the directors' interests in the Ordinary
share capital of the Company (excluding share options and unvested incentive
shares but including shares held beneficially under deferred bonus
arrangements) now stand as follows:
Alistair Cox: 1,456,036 shares
Paul Venables: 977,063 shares
For further information in respect of this announcement please contact Neil
Tsappis, Deputy Company Secretary, Hays plc on +44 (0)20 7383 2266.