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 “EPP”)
Vesting of Awards
Awards made on 25 June 2015 (“2015 Awards”) under the EPP to directors and other persons discharging managerial responsibilities (“PDMR”s) of Stagecoach Group plc (the “Company”), vested on 5 December 2018, 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 EPP.
On or after 5 December 2018, the Company will transfer to Martin Griffiths, Ross Paterson and Robert Andrew 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 2015 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) | 57,793 | 27,741 | 30,052 |
| Ross Paterson (Director) | 38,528 | 0 | 38,528 |
| Robert Andrew (PDMR) | 11,111 | 5,334 | 5,777 |
In addition, 2015 Awards held by Tim Shoveller (PDMR) and Mark Threapleton (PDMR) over 18,048 and 12,187 Deferred Shares respectively vested on 5 December 2018 and will be satisfied by a payment equivalent to the mid-market closing value of an Ordinary Share on the vesting date for each Deferred Share that vested under their awards, subject to deduction of payroll taxes.
Granting of EPP Awards for 2018
On 6 December 2018, each of the directors/ persons discharging managerial responsibilities (“PDMR”s) set out below was granted new Deferred Share awards under the EPP. The transactions have been notified in accordance with the requirements of the EU Market Abuse Regulation.
The 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 6 December 2018 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 6 December 2021.
The awards made were as follows:
| Name of director/ PDMR | Number of Deferred Shares awarded |
| Ross Paterson (Director) | 111,990 |
| Robert Andrew (PDMR) | 7,203 |
| Linda Burtwistle (PDMR) | 54,874 |
| Tim Shoveller (PDMR) | 33,423 |
| Mark Threapleton (PDMR) | 18,177 |
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 30,052 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. | |||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| Deferred Shares received | Nil consideration | 30,052 | |||
| d) | Aggregated information — Aggregated volume — Price | Not Applicable | |||
| e) | Date of the transaction | 2018-12-05 | |||
| 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 38,528 Ordinary Shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan, after cash settlement of taxes by participant. Award by Stagecoach Group plc, for nil consideration, of 111,990 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 6 December 2018, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 6 December 2021. | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| Deferred Shares received | Nil consideration | 38,528 | ||
| Deferred Share Award | Nil consideration | 111,990 | ||
| d) | Aggregated information — Aggregated volume — Price | Not Applicable | ||
| e) | Date of the transaction (Deferred Shares received) | 2018-12-05 | ||
| Date of the transaction (Deferred Share Award) | 2018-12-06 | |||
| 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 | Receipt, for nil consideration, of 5,777 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 7,203 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 6 December 2018, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 6 December 2021. | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| Deferred Shares received | Nil consideration | 5,777 | ||
| Deferred Share Award | Nil consideration | 7,203 | ||
| d) | Aggregated information — Aggregated volume — Price | Not Applicable | ||
| e) | Date of the transaction (Deferred Shares received) | 2018-12-05 | ||
| Date of the transaction (Deferred Share Award) | 2018-12-06 | |||
| 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 | Cash Settlement by Stagecoach Group plc of an amount equivalent to the value of 18,048 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 33,423 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 6 December 2018, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 6 December 2021. | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| Deferred Shares received | Nil consideration | 18,048 | ||
| Deferred Share Award | Nil consideration | 33,423 | ||
| d) | Aggregated information — Aggregated volume — Price | Not Applicable | ||
| e) | Date of the transaction (Deferred Shares received) | 2018-12-05 | ||
| Date of the transaction (Deferred Share Award) | 2018-12-06 | |||
| 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 | Cash Settlement by Stagecoach Group plc of an amount equivalent to the value of 12,187 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 18,177 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 6 December 2018, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 6 December 2021. | ||
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| Deferred Shares received | Nil consideration | 12,187 | ||
| Deferred Share Award | Nil consideration | 18,177 | ||
| d) | Aggregated information — Aggregated volume — Price | Not Applicable | ||
| e) | Date of the transaction (Deferred Shares received) | 2018-12-05 | ||
| Date of the transaction (Deferred Share Award) | 2018-12-06 | |||
| 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 54,874 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 6 December 2018, is subject to a restricted period of three years from the date of grant. The normal date of vesting of the Award will be 6 December 2021. | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Deferred Share Award | Nil consideration | 54,874 | |
| d) | Aggregated information — Aggregated volume — Price | Not Applicable | |
| e) | Date of the transaction | 2018-12-06 | |
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
6 December 2018