Director/PDMR Shareholding

RNS Number : 7282V

FDM Group (Holdings) plc

11 August 2015

FDM Group (Holdings) plc

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

PSP Award - 10 August 2015

On 10 August 2015 FDM Group (Holdings) plc ("FDM") granted an award over ordinary shares in the Company under the FDM 2014 Performance Share Plan (the "PSP") to a senior manager of FDM who is designated as a Person Discharging Managerial Responsibility, as noted below.

The vesting of the award is subject to the achievement of a performance condition based upon the annual compound growth in FDM's earnings per share over the three year performance period commencing with FDM's 2015 financial year. Ordinarily, the award and option will vest (subject to the achievement of the performance conditions) following the announcement of FDM's results for its 2017 financial year.

The Award has been structured as an "Approved PSP" ("APSP") award to take account of potential tax advantages for the participant and FDM. The APSP award consists of a tax qualifying option under the FDM Company Share Option Plan (the "CSOP") over shares with a value of up to £30,000 and with an exercise price of £4.57 per share, a "Linked Award" under the PSP which is principally a funding award to fund the exercise price of the CSOP option and a separate award under the PSP in respect of the balance of the value of the award above £30,000, as noted below.

Each award (including the Linked Award) under the PSP has been granted in the form of an option with an exercise price per share of £0.01

Name of Senior Manager	Number of shares subject to PSP award	Number of shares subject to CSOP option (where applicable)	Maximum number of shares subject to linked award*
Jonathan Young	43,436	6,564	6,564

*The Linked Award is principally to fund the exercise price of the CSOP option. If the CSOP option is exercised at a gain, the Linked Award will be exercisable over such number of shares as have a market value at the date of exercise equal to the aggregate exercise price of the CSOP option. If the CSOP option is not capable of exercise at a gain and is released, the Linked Award may be exercised in respect of the number of shares in respect of which it vests.

This notification is made pursuant to Disclosure and Transparency Rule 3.1.4.

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