20 January 2023
Immediate Release
RPS GROUP PLC ("RPS")
DIRECTOR/PDMR SHARE DEALING
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
On 23 September 2022, the boards of directors of RPS (a leading multi-sector global professional services firm), Tetra Tech UK Holdings Limited ("Tetra Tech") and Tetra Tech, Inc. announced that they had agreed the terms of a recommended cash offer pursuant to which Tetra Tech will acquire the entire issued and to be issued share capital of RPS (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 11 October 2022.
Following receipt of the sanction of the High Court of Justice in England and Wales of the Scheme yesterday RPS confirms the: vesting and exercise of awards and application of dividend equivalents under the RPS Group Plc Executive Long Term Incentive Plan ("ELTIP") and the RPS Group Plc Short Term Annual Bonus Plan ("STABP"); the vesting and exercise of awards under the RPS Group Plc Performance Share Plan ("PSP"); and the vesting of awards under the RPS Group Plc International Share Purchase Plan ("Share Purchase Plan") by the following Persons Discharging Managerial responsibility ("PDMRs").
This notification is made in accordance with the Market Abuse Directive.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | John Douglas | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options (including over dividend equivalent shares) under the ELTIP and STABP: ELTIP 24 Feb 2020 538,176 ELTIP 16 Mar 2021 865,481 ELTIP 22 Mar 2022 415,362 STABP 24 Feb 2020 79,138 STABP 22 Mar 2022 421,388 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Judith Cottrell | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Group Finance Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options (including over dividend equivalent shares) under the ELTIP and STABP: ELTIP 24 Feb 2020 216,197 ELTIP 16 Mar 2021 381,749 ELTIP 22 Mar 2022 195,985 STABP 13 Oct 2020 35,286 STABP 22 Mar 2022 97,071 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Halvard Kilde | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer - Norway | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options under the PSP and Exercise of vested nil cost options (including over dividend equivalent shares) under the STABP: PSP 24 Feb 2020 26,532 PSP 16 Mar 2021 26,598 PSP 22 Mar 2022 10,392 STABP 24 Feb 2020 20,157 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Vesting and release of shares from purchases made under the RPS Group Plc Share Purchase Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | William Paul Aitken | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer - Services - UK & Netherlands | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options under the PSP: PSP 20 Jun 2018 10,850 PSP 10 Aug 2018 11,354 PSP 5 Mar 2019 21,873 PSP 24 Feb 2020 26,532 PSP 16 Mar 2021 26,598 PSP 22 Mar 2022 10,392 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Doug Matthys | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer - North America | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options under the PSP: PSP 24 Feb 2020 26,532 PSP 16 Mar 2021 26,598 PSP 22 Mar 2022 10,392 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Vesting and release of shares from purchases made under the RPS Group Plc Share Purchase Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Meegan Sullivan | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer - AAP | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options under the PSP: PSP 24 Feb 2020 13,266 PSP 16 Mar 2021 8,311 PSP 14 Oct 2021 9,390 PSP 22 Mar 2022 10,392 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Chantalle Meijer | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Group Marketing Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options under the PSP: PSP 24 Feb 2020 26,532 PSP 16 Mar 2021 26,598 PSP 22 Mar 2022 10,392 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Vesting and release of shares from purchases made under the RPS Group Plc Share Purchase Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Alastair Rutter | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Information Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options under the PSP: PSP 16 Mar 2021 26,597 PSP 22 Mar 2022 10,392 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Diane Christensen | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Group People Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | RPS Group Plc | ||||
| b) | LEI | 213800BHEVF3ZB6NG750 | ||||
| 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 3p each in RPS Group Plc
GB0007594764 | ||||
| b) | Nature of the transaction | Exercise of vested nil cost options under the PSP: PSP 24 Feb 2020 13,266 PSP 7 Apr 2021 4,756 PSP 14 Oct 2021 11,098 PSP 22 Mar 2022 10,392 | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| N/A
| ||||
| e) | Date of the transaction | 19 January 2023 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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