NATIONAL EXPRESS GROUP PLC
("Company")
Director/PDMR Share Dealing
The Company provides notification of the following transactions, effected on 27 March 2023, relating to the below named Persons Discharging Managerial Responsibilities ("PDMRs") and their respective interests in the ordinary shares of nominal value 5p each in the capital of the Company ("Shares") (ISIN: GB0006215205).
The transactions arise in respect of: (i) the awards of forfeitable Shares made to each of Ignacio Garat and James Stamp under the rules of the Company's Executive Deferred Bonus Plan ("EDBP") in accordance with the Directors Remuneration Policy (the "Policy") (the "2023 EDBP Award"), and (ii) the grant under the rules of the Company's Long-Term Incentive Plan ("LTIP") to each of Ignacio Garat, James Stamp and Simon Callander of three-year performance conditioned nil-cost options over Shares (the "2023 LTIP Award"), the grant of the 2023 LTIP Award to Ignacio Garat and James Stamp also being in accordance with the Policy.
In agreeing the terms applicable to the 2023 LTIP Award, the Remuneration Committee of the Board had determined that in the event that the Company's share price at the time of grant was less than 185p (a 23% reduction on the price at the time of the 2022 LTIP grant) the Committee would scale back grants to recipients of those awards. At the time of grant, the Company's share price (according to the middle market quotation of the Company's share price on the last dealing day prior to the date of grant of the awards) was 117.5p. Accordingly in line with the Remuneration Committee's decision to scale back grants in those circumstances, a reduction of 30% has been applied to each of the 2023 LTIP Awards which are the subject of this notification. The numbers shown below in relation to the 2023 LTIP Award are post that reduction.
Additionally, the Remuneration Committee retains discretion to adjust the outcome of the vesting of the 2023 LTIP Awards having regard to all relevant circumstances, including the Company's performance and the Company's shareholders' experience, over the three-year performance period and further to adjust the vesting of the Awards downwards if that vesting would otherwise result in a windfall gain.
Individual PDMR and transaction details are set out in the table below:
| Name and position of PDMR | Number of forfeitable Shares awarded under the 2023 EDBP Award¹ | Number of Shares over which the 2023 LTIP Award was granted2 | Unrestricted beneficial interest held in Shares following the transactions3
| Total other interest held in Shares following the transactions4 |
|
Ignacio Garat, Group Chief Executive Officer
|
252,093 shares |
714,894 shares
|
107,204 |
1,812,299 |
|
James Stamp, Group Chief Financial Officer
|
31,595 shares |
379,787 shares
|
17,223 |
781,868
|
| Simon Callander, Group General Counsel and Company Secretary | NA | 297,574 shares
| 50,000 | 505,352 |
¹ The number of forfeitable Shares awarded to Mr Garat and Mr Stamp was determined based on a share price of 118.0 pence, being the average mid-market price of a Company share for the five business days immediately preceding the date of award.
² The conversion of the 2023 LTIP Award value into the number of Shares over which it was granted is described above. The 2023 LTIP Awards are shown over the maximum number of Shares which can vest.
³ Including those held by connected persons.
4 Represents outstanding awards granted under the Company's Executive Deferred Bonus Plan and the Company's Long-Term Incentive Plan.
| 1. | Details of PDMR / PCA | ||||||||||||||
| | Full Name | Ignacio Garat | |||||||||||||
| | Position / status | Group Chief Executive 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 | (i)Award of forfeitable shares under the National Express Group PLC (the "Company") Executive Deferred Bonus Plan (ii)Award of option over shares under the Company's Long-Term Incentive Plan | |||||||||||||
| | Price(s) and volume(s) |
| |||||||||||||
| | Date of the transaction | 27 March 2023 | |||||||||||||
| | Place of the transaction | n/a | |||||||||||||
| 1. | Details of PDMR / PCA | |||||||||||||||
| | Full Name | James Stamp | ||||||||||||||
| | 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 | (i) Award of forfeitable shares under the National Express Group PLC (the "Company") Executive Deferred Bonus Plan (ii) Award of option over shares under the Company's Long-Term Incentive Plan |
| |||||||||||||
| | Price(s) and volume(s) |
|
| |||||||||||||
| | Date of the transaction | 27 March 2023 |
| |||||||||||||
| | Place of the transaction | n/a |
| |||||||||||||
| 1. | Details of PDMR / PCA | |||||||||||
| | Full Name | Simon Callander | ||||||||||
| | Position / status | Group General Counsel & Company Secretary, 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 | Award of option over shares under the National Express Group PLC Long-Term Incentive Plan |
| |||||||||
| | Price(s) and volume(s) |
|
| |||||||||
| | Date of the transaction | 27 March 2023 |
| |||||||||
| | Place of the transaction | n/a |
| |||||||||
This 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 contact and telephone number for enquiries:
Simon Callander, Group General Counsel & Company Secretary
+44 (0) 7795 232 708
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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