Director/PDMR Shareholding

RNS Number : 8608V
Computacenter PLC
11 April 2023
 

 

Computacenter plc

Incorporated in England

Registration number: 03110569

LEI: 549300XSXUZ1I19DB105

ISIN: GB00BV9FP302

 

Computacenter plc

(the 'Company')

 

The following notifications are made under Article 19 of the Market Abuse Regulation ('MAR') relating to certain transactions in the shares of the Company by Directors of the Company, Persons Discharging Managerial Responsibilities ('PDMR') of the Company and Persons Closely Associated ('PCA') with the Directors and PDMRs.

 

Grant of Awards - Performance Share Plan

 

The Company announces that on 6 April 2023, in accordance with the rules of the Computacenter Performance Share Plan 2005 (the 'PSP'), the Company granted awards of nil-cost options (the 'PSP Awards') over Ordinary Shares of 75/9 pence each in the capital of the Company ('Ordinary Shares') , to the following Director and PDMR:

 

Director

Number of shares awarded1

Mr M J Norris (Director)

60,437

1 Calculated using a price of 2151.00 pence per Ordinary Share which is the average middle market closing quotation, as derived from the Daily Official List of the London Stock Exchange, over the period from 3 April 2023 to 5 April 2023, being the three trading days before the Date of Grant of the PSP Award

 

Performance Criteria

No consideration was paid for the grant of the PSP Award which is structured as a nil cost option, and which shall ordinarily vest and become exercisable by the participant listed above, subject to the satisfaction of the performance conditions set by the Remuneration Committee of the Company which are based on (i) the compound annual growth rate of the Group's adjusted diluted earnings per share ('EPS'), commencing on 1 January 2023 and ending on 31 December 2025 (the 'Performance Period') and (ii) the compound annual growth rate of the Group's Services Revenue over the Performance Period. The PSP Award is subject to a two-year holding period following vesting. The vested PSP Award held during the holding period will include the right to receive dividend equivalents as shares.

 

PDMR

Number of shares awarded1

Mr S Pereira (PDMR)

1,972

1 Calculated using a price of 2151.00 pence per Ordinary Share which is the average middle market closing quotation, as derived from the Daily Official List of the London Stock Exchange, over the period from 3 April 2023 to 5 April 2023, being the three trading days before the Date of Grant of the PSP Award

 

Performance Criteria

No consideration was paid for the grant of the PSP Award which is structured as a nil cost option, and which shall ordinarily vest and become exercisable by the participant listed above, subject to the satisfaction of the performance condition set by the Remuneration Committee of the Company which is based on the compound annual growth rate of the Group's EPS over the Performance Period.

 

All of the PSP Awards set out above will be satisfied out of shares held by the 2011 Computacenter Employee Benefit Trust or by treasury shares held by the Company at the discretion of the Board of the Company. The relevant FCA notifications are set out below.

 

Grant of Awards - Deferred Bonus Plan

 

The Company announces that on 6 April 2023, in accordance with the rules of the Computacenter 2017 Deferred Bonus Plan (the 'DBP'), the Company granted conditional awards (the '2022 Bonus Awards') over Ordinary Shares of 75/9 pence each, to the following Directors:

 

Director

Number of shares awarded2

Mr F A Conophy (Director)

2,863

Mr M J Norris (Director)

6,312

2 Calculated using a price of 2151.00 pence per Ordinary Share which is the average middle market closing quotation, as derived from the Daily Official List of the London Stock Exchange, over the period from 3 April 2023 to 5 April 2023, being the three trading days before the Date of Grant of the 2022 Bonus Awards.

 

Performance Criteria

The annual performance bonus for each of the two participants listed above is based on performance measures and targets set at the beginning of each financial year. Performance is normally assessed over one financial year. For the bonus paid in respect of 2022, 50 per cent will be paid in cash and 50 per cent, the 2022 Bonus Awards, has been deferred into Ordinary Shares of 75/9 pence each, as detailed above. One-half of the deferred shares from the 2022 Bonus Awards will vest after one year and the remaining deferred shares from the 2022 Bonus Awards will vest after two years. Ordinary Shares subject to deferral as part of the 2022 Bonus Awards will include the right to receive dividend equivalents as shares.

 

No consideration was paid for the grant of the 2022 Bonus Awards which are structured as conditional awards, and which shall ordinarily vest for the two participants listed above, subject to confirmation by the Remuneration Committee of the Company.

 

All of the 2022 Bonus Awards set out above will be satisfied by market purchase of shares. The relevant FCA notifications are set out below.

 

 

Position following Grant of Awards

 

Following the completion of the awards set out in this announcement:

 

DIRECTOR

Number of Ordinary Shares held3

Vested but held nil-cost options

Vested, unheld but unexercised nil-cost options

Balance of conditional awards under the PSP

Balance of conditional awards under the Bonus Award

Mr F A Conophy (Director)

1,984,963

114,299

-

51,602

14,244

Mr M J Norris (Director)

1,134,214

201,581

-

151,483

13,398

3 Includes interests held by a PCA

 

PDMR/PCA FCA Transaction Notification

 

 

1.

 

 

Details of Director /Person Discharging Managerial Responsibilities

 

 

 

 

Name

 

Francis Anthony Conophy

 

2.

 

Reason for the notification

 

 

2(a)

 

 

Position/Status

 

Group Finance Director

 

2(b)

 

 

Initial Notification/

Amendment

 

 

Initial Notification

 

3.

 

 

Details of the issuer

 

 

3(a)

 

 

Name

 

Computacenter plc

 

3(b)

 

 

LEI

 

549300XSXUZ1I19DB105

 

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 transaction(s) have been conducted

 

 

4(a)

 

 

Description of the financial instrument

 

 

Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')

 

ISIN: GB00BV9FP302

 

 

4(b)

 

 

Nature of Transaction

 

 

Grant of a conditional award over Ordinary Shares under the Computacenter 2017 Deferred Bonus Plan (the '2022 Bonus Award'). There is no price payable on the grant or vesting of the 2022 Bonus Award. 

 

 

4(c)

 

 

Price(s) and Volume(s)

 

 

Price(s) (in GBP)

 

 

Volume(s)

 

nil

 

2,863

 

4(d)

 

 

Aggregated Information

 

Aggregated Volume and Price

 

 

 

 

nil

 

 

2,863

 

4(e)

 

 

Date of the transaction

 

 

06-04-2023

 

 

4(f)

 

 

Place of the transaction

 

 

Outside of a trading venue.

 

 

 

1.

 

 

Details of Director /Person Discharging Managerial Responsibilities

 

 

 

 

Name

 

Michael John Norris

 

2.

 

Reason for the notification

 

 

2(a)

 

 

Position/Status

 

Chief Executive Officer

 

2(b)

 

 

Initial Notification/

Amendment

 

 

Initial Notification

 

3.

 

 

Details of the issuer

 

 

3(a)

 

 

Name

 

Computacenter plc

 

3(b)

 

 

LEI

 

549300XSXUZ1I19DB105

 

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 transaction(s) have been conducted

 

 

4(a)

 

 

Description of the financial instrument

 

 

Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')

 

ISIN: GB00BV9FP302

 

 

4(b)

 

 

Nature of Transaction

 

 

Grant of a nil-cost option award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP Award'). There is no price payable on the grant, vesting or exercise of the PSP Award.  Vesting of the PSP Award is subject to the achievement of performance conditions over a three-year period. Any options vested under the PSP Award are subject to a two-year holding period before they can be exercised.

 

 

4(c)

 

 

Price(s) and Volume(s)

 

 

Price(s) (in GBP)

 

 

Volume(s)

 

nil

 

60,437

 

4(d)

 

 

Aggregated Information

 

Aggregated Volume and Price

 

 

 

 

nil

 

 

 

60,437

 

4(e)

 

 

Date of the transaction

 

 

06-04-2023

 

 

4(f)

 

 

Place of the transaction

 

 

Outside of a trading venue.

 

 

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 transaction(s) have been conducted

 

 

4(a)

 

 

Description of the financial instrument

 

 

Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')

 

ISIN: GB00BV9FP302

 

 

4(b)

 

 

Nature of Transaction

 

 

Grant of a conditional award over Ordinary Shares under the Computacenter 2017 Deferred Bonus Plan (the '2022 Bonus Award'). There is no price payable on the grant or vesting of the 2022 Bonus Award. 

 

 

4(c)

 

 

Price(s) and Volume(s)

 

 

Price(s) (in GBP)

 

 

Volume(s)

 

nil

 

6,312

 

4(d)

 

 

Aggregated Information

 

Aggregated Volume and Price

 

 

 

 

nil

 

 

 

6,312

 

4(e)

 

 

Date of the transaction

 

 

06-04-2023

 

 

4(f)

 

 

Place of the transaction

 

 

Outside of a trading venue.

 

 

 

 

1.

 

 

Details of Person Discharging Managerial Responsibilities

 

 

 

 

Name

 

Simon John Pereira

 

2.

 

Reason for the notification

 

 

2(a)

 

 

Position/Status

 

Group Company Secretary

 

2(b)

 

 

Initial Notification/

Amendment

 

 

Initial Notification

 

3.

 

 

Details of the issuer

 

 

3(a)

 

 

Name

 

Computacenter plc

 

3(b)

 

 

LEI

 

549300XSXUZ1I19DB105

 

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 transaction(s) have been conducted

 

 

4(a)

 

 

Description of the financial instrument

 

 

Ordinary shares of 7 5/9 pence in Computacenter plc ('Ordinary Shares')

 

ISIN: GB00BV9FP302

 

 

4(b)

 

 

Nature of Transaction

 

 

Grant of a nil-cost option award over Ordinary Shares under the Computacenter Performance Share Plan 2005 (the 'PSP Award'). There is no price payable on the grant, vesting or exercise of the PSP Award.  Vesting of the PSP Award is subject to the achievement of a performance condition over a three year period.

 

 

4(c)

 

 

Price(s) and Volume(s)

 

 

Price(s) (in GBP)

 

 

Volume(s)

 

nil

 

1,972

 

4(d)

 

 

Aggregated Information

 

Aggregated Volume and Price

 

 

 

 

nil

 

 

 

1,972

 

4(e)

 

 

Date of the transaction

 

 

06-04-2023

 

 

4(f)

 

 

Place of the transaction

 

 

Outside of a trading venue.

 

 

 

Enquiries:

 

Name:

Simon Pereira

Company Secretary



Address:

Computacenter plc

Hatfield Avenue

Hatfield

Hertfordshire

AL10 9TW

Telephone:

+44 (0) 7385 514 715

 

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