Director/PDMR Shareholding

RNS Number : 5393C

QinetiQ Group plc

28 June 2016

QinetiQ Group plc ("Company")

NOTIFICATION OF TRANSACTIONS OF PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES OR THEIR CONNECTED PERSONS

1. Vesting of Award under the QinetiQ Group plc Deferred Annual Bonus Plan ("DAB")

Further to the automatic vesting (and related sale to cover income tax and national insurance payments) on 28 June 2016, in accordance with the rules of the DAB, of Ordinary shares of 1p each in the Company ("Shares") pursuant to an award granted on 28 June 2013, the Company announces that the following Executive Director acquired Shares as detailed in the table below:

Director

Number of Shares acquired on vesting under the DAB on 28 June 2016

(A)

Number of Shares sold on 28 June 2016 by operation of the DAB rules to cover Tax Liability

(B)

Balance of Shares acquired following vesting and sale to cover Tax Liability

(A) - (B)

Price per share

David Mellors

157,196

74,143

83,053

226.0872p

The performance conditions were not met in respect of the Matching Award granted on 28 June 2013 under the DAB over 157,196 Shares and the Matching Award has therefore lapsed.

The DAB operates as follows:

Prior to shareholder approval of the Bonus Banking Plan in 2014, Executive Directors had a mandatory deferral of 50% of any bonus earned into a restricted, deferred award of Shares under the DAB. At the same time, the Company granted a matching award of Shares, up to a maximum match of 100% of the deferred award. Vesting of the matching award occurs after three years, subject to the achievement of EPS-based performance conditions, up to a maximum match of one Share for each Share deferred. At the point of vesting, the DAB rules require the automatic sale of Shares to cover the Tax Liability (which includes tax and social security contributions) which becomes payable on vesting, prior to the release of the remaining Shares to the Director.

2. Granting of notional Shares under the QinetiQ Group plc Bonus Banking Plan ("BBP")

QinetiQ Group plc announces that the following Executive Directors have been granted awards of notional Ordinary Shares of 1p each in the Company ("Shares"), as detailed in the table below, under the BBP:

Director	Number of notional Shares representing deferred bonus
David Mellors	311,153
Steve Wadey	213,304

There is no exercise price applicable for the above awards. The notional Shares relate to pre-tax bonus and are based on a market value of 234.2p per Share, being the thirty day average from 2 March 2016 to 31 March 2016. At the end of each plan year the number of notional Shares in respect of deferred bonus is adjusted to take account of the prevailing share price, performance-related adjustments and payments, and the deferral of further bonus into the plan. The Company is currently in plan year 3, which began on 1 April 2016.

The BBP operates as follows:

Each Executive Director has a mandatory deferral of 50% of any bonus earned into the BBP. The plan operates on a four-year cycle and performance conditions and targets are set at the beginning of each plan year.

At the end of each of the first three plan years, (i) performance against the targets is assessed and the amount of any bonus is contributed by the Company to the Executive Director's plan account; and (ii) notional Shares held in the plan account are valued using a 30 day average share price as at the end of the plan year. The total value of the plan account is adjusted accordingly, and 50% of that total value is paid to the Executive Director. The remaining balance in the Executive Director's plan account is converted into notional Shares using the 30 day average share price as at the end of the plan year.

In the fourth year, 100% of the balance is paid in Shares to the Executive Director.

During the four-year plan period, 50% of the retained balance is at risk of forfeiture based on a minimum level of performance which is determined annually in advance by the Remuneration Committee. The BBP rules contain provisions in respect of malus and clawback.

Following a decision by the Remuneration Committee, notional Shares in the BBP will no longer count towards an individual's shareholding requirement, and will no longer be included, therefore, in the disclosure of Directors' beneficial share interests.

The number of Shares held beneficially by the Executive Directors at the date of this announcement are:

Director

Resulting aggregate number of Shares held beneficially (excluding all notional shares held in the BBP)

Total percentage holding following notification

David Mellors

226,608

0.0387%

Steve Wadey

21,026

0.0036%

This notification is made pursuant to rule 3.1.4R of the FCA Disclosure Rules and Transparency Rules.

END