Stagecoach Group plc
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Persons Closely Associated with them
Stagecoach Group plc 2013 Executive Participation Plan (the "2013 EPP")
Vesting of Awards
Awards made on 26 June 2014 ("2014 Awards") under the 2013 EPP to directors and other persons discharging managerial responsibilities ("PDMR"s) of Stagecoach Group plc (the "Company"), vested on 28 June 2017, resulting in awards of notional interests in Ordinary Shares of 125/228thp in the Company ("Deferred Shares") being released and transferred to those persons for nil consideration in accordance with the rules of the 2013 EPP.
The Company will transfer to Martin Griffiths, Ross Paterson, Tim Shoveller and Mark Threapleton, ordinary shares of 125/228thp each ("Ordinary Shares") equivalent to the number of Deferred Shares in their respective awards, less a number of shares equivalent in value to payroll tax deductions due on the vesting of those awards.
A summary of these proposed transactions is set out below:
| Name of director/ PDMR | Number of Deferred Shares vesting under the 2014 Awards | Reduction in number of Deferred Share award to cover taxes and duties | Number of Ordinary Shares to be transferred to director/ PDMR |
| Martin Griffiths (Director) | 89,179 | 41,915 | 47,264 |
| Ross Paterson (Director) | 59,454 | 27,944 | 31,510 |
| Tim Shoveller (PDMR) | 16,756 | 7,876 | 8,880 |
| Mark Threapleton (PDMR) | 13,579 | 6,383 | 7,196 |
Robert Andrew's Award of 10,921 Deferred Shares vested on 28 June 2017 and will be satisfied by a payment equivalent to the market value of an Ordinary Share on the vesting date for each Deferred Share that vested under his 2014 Award, subject to deduction of payroll taxes.
The Company will satisfy the vesting of the above awards and other 2014 Awards held by Stagecoach employees that vested on 28 June 2017 by cash settlement and by the transfer of 190,231 of its shares held in treasury.
Granting of 2013 EPP Awards
On 29 June 2017, each of the directors/ persons discharging managerial responsibilities ("PDMR"s) set out below was granted new Deferred Share awards under the 2013 EPP. The transactions have been notified in accordance with the requirements of the EU Market Abuse Regulation.
The 2013 EPP awards are notional interests in Ordinary Shares of 125/228thp in the Company ("Deferred Shares") together with an entitlement to receive a payment on vesting in respect of any dividends declared on the Deferred Shares throughout the vesting period. The awards were made on 29 June 2017 and are subject to a restricted period of three years from the date of grant. The awards will generally vest on the expiry of this three-year period and the normal date of vesting will be 29 June 2020.
The awards made were as follows:
| Name of director/ PDMR | Number of Deferred Shares awarded |
| Martin Griffiths (Director) | 79,105 |
| Ross Paterson (Director) | 51,072 |
| Robert Andrew (PDMR) | 10,508 |
| Linda Burtwistle (PDMR) | 41,704 |
| Tim Shoveller (PDMR) | 26,556 |
| Mark Threapleton (PDMR) | 20,963 |
The announcements on the vesting and granting of EPP Awards, including the notifications below, are made in accordance with the requirements of the EU Market Abuse Regulation.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Martin Griffiths | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Executive | |
| b) | Initial notification/ Amendment | This is an initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Stagecoach Group plc | |
| b) | LEI | 4L663LRNTBQ008OK2N07 | |
| 4 | 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 | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 125/228p ISIN: GB00B6YTLS95 | |
| b) | Nature of the transaction | Receipt, for nil consideration, of 47,264 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan, after deduction of sufficient Deferred Shares to cover taxes. Award by Stagecoach Group plc, for nil consideration, of 79,105 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 29 June 2017, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 29 June 2020. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares received | Nil consideration | 47,264 | |
| Deferred Share Award | Nil consideration | 79,105 | |
| d) | Aggregated information - Aggregated volume - Price | Not Applicable | |
| e) | Date of the transaction | 2016-06-28 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Ross Paterson | |
| 2 | Reason for the notification | ||
| a) | Position/status | Finance Director | |
| b) | Initial notification/ Amendment | This is an initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Stagecoach Group plc | |
| b) | LEI | 4L663LRNTBQ008OK2N07 | |
| 4 | 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 | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 125/228p ISIN: GB00B6YTLS95 | |
| b) | Nature of the transaction | Receipt, for nil consideration, of 31,510 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan, after deduction of sufficient Deferred Shares to cover taxes. Award by Stagecoach Group plc, for nil consideration, of 51,072 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 29 June 2017, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 29 June 2020. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares received | Nil consideration | 31,510 | |
| Deferred Share Award | Nil consideration | 51,072 | |
| d) | Aggregated information - Aggregated volume - Price | Not Applicable | |
| e) | Date of the transaction | 2016-06-28 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Robert Andrew | |
| 2 | Reason for the notification | ||
| a) | Position/status | Managing Director, UK Bus Division (Scotland) | |
| b) | Initial notification/ Amendment | This is an initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Stagecoach Group plc | |
| b) | LEI | 4L663LRNTBQ008OK2N07 | |
| 4 | 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 | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 125/228p ISIN: GB00B6YTLS95 | |
| b) | Nature of the transaction | Cash Settlement by Stagecoach Group plc of an amount equivalent to the value of 10,921 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan, subject to deduction of payroll taxes. Award by Stagecoach Group plc, for nil consideration, of 10,508 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 29 June 2017, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 29 June 2020. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Cash Settlement | Market Value GBP 1.911 | 10,921 | |
| Deferred Share Award | Nil consideration | 10,508 | |
| d) | Aggregated information - Aggregated volume - Price | Not Applicable | |
| e) | Date of the transaction | 2016-06-28 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Tim Shoveller | |
| 2 | Reason for the notification | ||
| a) | Position/status | Managing Director, UK Rail Division | |
| b) | Initial notification/ Amendment | This is an initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Stagecoach Group plc | |
| b) | LEI | 4L663LRNTBQ008OK2N07 | |
| 4 | 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 | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 125/228p ISIN: GB00B6YTLS95 | |
| b) | Nature of the transaction | Receipt, for nil consideration, of 8,880 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan, after deduction of sufficient Deferred Shares to cover taxes. Award by Stagecoach Group plc, for nil consideration, of 26,556 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 29 June 2017, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 29 June 2020. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares received | Nil consideration | 8,880 | |
| Deferred Share Award | Nil consideration | 26,556 | |
| d) | Aggregated information - Aggregated volume - Price | Not Applicable | |
| e) | Date of the transaction | 2016-06-28 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Mark Threapleton | |
| 2 | Reason for the notification | ||
| a) | Position/status | Managing Director, UK Bus Division (England and Wales) | |
| b) | Initial notification/ Amendment | This is an initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Stagecoach Group plc | |
| b) | LEI | 4L663LRNTBQ008OK2N07 | |
| 4 | 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 | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 125/228p ISIN: GB00B6YTLS95 | |
| b) | Nature of the transaction | Receipt, for nil consideration, of 7,196 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan, after deduction of sufficient Deferred Shares to cover taxes. Award by Stagecoach Group plc, for nil consideration, of 20,963 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 29 June 2017, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 29 June 2020. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Shares received | Nil consideration | 7,196 | |
| Deferred Share Award | Nil consideration | 20,963 | |
| d) | Aggregated information - Aggregated volume - Price | Not Applicable | |
| e) | Date of the transaction | 2016-06-28 | |
| f) | Place of the transaction | Outside a trading venue | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Linda Burtwistle | |
| 2 | Reason for the notification | ||
| a) | Position/status | President & CEO, Coach USA, North America Division | |
| b) | Initial notification/ Amendment | This is an initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Stagecoach Group plc | |
| b) | LEI | 4L663LRNTBQ008OK2N07 | |
| 4 | 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 | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 125/228p ISIN: GB00B6YTLS95 | |
| b) | Nature of the transaction | Award by Stagecoach Group plc, for nil consideration, of 41,704 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 29 June 2017, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 29 June 2020. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil consideration | 41,704 | ||
| d) | Aggregated information - Aggregated volume - Price | Not Applicable | |
| e) | Date of the transaction | 2016-06-28 | |
| f) | Place of the transaction | Outside a trading venue | |
For further information, please contact: Analysts Martin Griffiths, Chief Executive 01738 442111 Ross Paterson, Finance Director 01738 442111 Media Steven Stewart, Director of Corporate Communications 07764 774680
