Director/PDMR Share Awards and Share Purchase
NATIONAL EXPRESS GROUP PLC
("Company")
Director/PDMR Share Awards and Share Purchase
The Company provides notification of the following transactions, all effected on 17 March 2022, relating to the two below named PDMRs and their respective interests in the ordinary shares of nominal value 5p each in the capital of the Company ("Shares") (ISIN: GB0006215205).
Over and above the usual requirements for 50% of their total annual bonus earned to be deferred into Shares in accordance with the Directors' Remuneration Policy ("Policy"), the Executive Directors have agreed to also receive the remaining 50% of their 2021 annual bonus (net of taxes) in Shares. They have further agreed to lengthen the holding period on all these Shares, as explained below. Both measures increase the Executive Directors' long-term shareholdings in the Company.
The transactions arise in respect of: (i) the awards of forfeitable Shares made to the PDMRs on 17 March 2022 under the rules of the Company's Executive Deferred Bonus Plan ("EDBP") as made in accordance with the Policy; and (ii) the PDMRs agreement with the Company to use the remaining cash element of their 2021 annual bonus awards, net of applicable taxes, to purchase further Shares on 17 March 2022.
The Executive Directors' have agreed with the Company to continue to hold the Shares which vest under their forfeitable share awards in one year's time for a further two years and to hold the Shares which they purchased using the remaining (net of tax) cash amount of their 2021 bonus for three years. The Remuneration Committee's decision to apply malus and clawback to all such Shares for three years further aligns their interests with the interests of the Company's shareholders and with the long-term success of the Company.
Individual PDMR details are set out in the table below:
|
Name and position of PDMR |
Number of forfeitable Shares awarded as per (i) above ¹ ² ³ |
Number of Shares purchased as per (ii) above ¹ ² ³ |
Total unrestricted beneficial interest held in Shares following the transactions ⁴
|
Total other interest held in Shares following the transactions ⁵ |
|
Ignacio Garat, Chief Executive Officer |
86,315 |
55,440 |
61,540 |
453,258 |
|
Chris Davies, Chief Financial Officer
|
63,798 |
33,802 |
286,833 |
631,633 |
¹ Malus and clawback will apply to both the forfeitable Shares awarded under the EDBP for three-years from the date of award and to the Shares purchased by the PDMRs using the cash element of their 2021 annual bonus for three-years from the date of award, in each case including post termination of employment
² The number of forfeitable Shares awarded to the PDMRs was determined based on a share price of 237.32 pence, being the average mid-market price of a Company share for the five business days immediately preceding the date of award. The Shares purchased by the PDMRs were purchased at a share price of 236.21 pence, being the average tick price of a Company share during morning trading on 17 March 2022.
³ All Shares the subject of the forfeitable Share awards and purchased by the PDMRs out of the remaining cash element of their 2021 annual bonus awards were existing Shares delivered through the Company's Employee Benefit Trust, subject in the case of the Shares purchased to payment by the PDMRs to the Employee Benefit Trust of the purchase price.
⁴ Including those held by the PDMR's connected persons.
⁵ Represents outstanding awards granted under the Company's EDBP and Long-Term Incentive Plan.
|
1. |
Details of PDMR / PCA |
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|
|
Full Name |
Ignacio Garat |
|||||||||||||||||
|
|
Position / status |
Group Chief Executive Officer, PDMR |
|||||||||||||||||
|
|
Initial notification / amendment |
Initial notification |
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|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||||||||||||||
|
|
Name |
National Express Group PLC |
|||||||||||||||||
|
LEI |
213800A8IQEMY8PA5X34 |
||||||||||||||||||
|
3. |
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 |
||||||||||||||||||
|
|
Description of the financial instrument
|
Ordinary shares of 5p each
|
|||||||||||||||||
|
|
Identification code |
GB0006215205
|
|||||||||||||||||
|
|
Nature of the transaction |
1. Award of forfeitable shares under the National Express Group PLC Executive Deferred Bonus Plan; and 2. Purchase of shares. |
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|
|
Price (s) and volume(s) |
|
|||||||||||||||||
|
|
Date of the transaction |
17 March 2022 |
|||||||||||||||||
|
|
Place of the transaction |
Off market |
|||||||||||||||||
|
1. |
Details of PDMR / PCA |
||||||||||||||||||
|
|
Full Name |
Chris Davies |
|||||||||||||||||
|
|
Position / status |
Group Chief Financial Officer, PDMR |
|||||||||||||||||
|
|
Initial notification / amendment |
Initial notification |
|||||||||||||||||
|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||||||||||||||
|
|
Name |
National Express Group PLC |
|||||||||||||||||
|
LEI |
213800A8IQEMY8PA5X34 |
||||||||||||||||||
|
3. |
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 |
||||||||||||||||||
|
|
Description of the financial instrument
|
Ordinary shares of 5p each
|
|||||||||||||||||
|
|
Identification code |
GB0006215205
|
|||||||||||||||||
|
|
Nature of the transaction |
1. Award of forfeitable shares under the National Express Group PLC Executive Deferred Bonus Plan; and 2. Purchase of shares. |
|||||||||||||||||
|
|
Price (s) and volume(s) |
|
|||||||||||||||||
|
|
Date of the transaction |
17 March 2022 |
|||||||||||||||||
|
|
Place of the transaction |
Off market |
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The above notice is given in fulfilment of the Company's obligation under DTR 3.1 and Article 19 of the EU Market Abuse Regulation 596/2014.
- END -
National Express contacts and telephone number for enquiries:
Jennifer Myram, Group Company Secretary
+44 (0) 207 805 3807
Gillian Saunderson, Deputy Company Secretary
+44 (0) 7506 642 348
Notes:
Legal Entity Identifier: 213800A8IQEMY8PA5X34
Classification: 3.1 (with reference to DTR6 Annex 1R)
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