9th Oct 2009 15:56
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS
Hays plc (the "Company")
In accordance with Disclosure and Transparency Rule 3.1.4R(1)(a), the Company hereby notifies you of the following changes in the interests of directors and persons discharging managerial responsibility ("PDMRs") in the Ordinary share capital of the Company.
Further details of the awards made today under the Company's share plans are set out in the Remuneration Report contained within the Hays plc Annual Report & Financial Statements 2009 available from the Company's website at www.haysplc.com/hays/investor/reports.
* Denotes a director of the Company.
DEFERRED BONUS AWARDS
As required by the Remuneration Committee, the PDMRs listed in the table below have deferred 70% of their respective annual cash bonuses for the financial year ended 30 June 2009 into shares. The PDMRs were permitted to elect to defer on a post tax or pre-tax basis. Where the deferral was from post-tax bonus, the relevant PDMRs acquired shares, which are subject to the risk of forfeiture for a three-year period, at a price of 1.06 per share, being the closing middle market price on 8 October 2009 ("Deferred Shares"). Where the deferral was from pre-tax bonus, the relevant PDMRs were granted a conditional right to receive shares at the end of the three-year period ("Deferred Rights"). The number of shares under the Deferred Right was calculated by reference to the same price of 1.06 per share.
Today, conditional awards of matching shares were made for nil consideration under the rules of the Deferred Annual Bonus Plan ("DAB") in respect of 25% of the pre-tax annual bonus deferred by each PDMR. The number of shares under a Matching Award was calculated by reference to the price of 1.06 per share and equates to a 1:1 match (after adjustment for the tax charge for Deferred Shares). The Matching Awards are subject to performance conditions based on Earnings Per Share, International Net Fees and Cash Conversion in equal proportions measured over a three-year performance period ending on 30 June 2012, and will vest no earlier than 9 October 2012.
No matching award has been made in respect of the remaining 45% of the annual bonus which a PDMR deferred.
DEFERRED DEFERRED MATCHINGNAME SHARES RIGHTS AWARDAlistair Cox* 24,133 378,713 210,396Paul Venables* 96,326 293,878 163,265Tim Cook 13,790 42,074 23,374Nick Cox 0 97,960 34,986James Cullens 0 141,499 50,535Sholto Douglas-Home 21,871 66,725 37,069Nigel Heap 27,172 91,422 50,790Steve Weston 34,990 106,751 59,306Alison Yapp 0 123,811 44,218
PERFORMANCE SHARE PLAN ("PSP") AWARDS
On 9 October 2009, the following conditional awards of shares were granted for nil consideration to PDMRs under the rules of the PSP. The number of shares under award was calculated by reference to the price of 1.06 per share, being the closing middle market price on 8 October 2009. The number of shares stated below is the maximum number of shares available to each PDMR on satisfaction in full of the applicable performance condition which is based on the Company's total shareholder return against a comparator group of ten companies measured over a three-year performance period ending on 30 June 2012. The awards will vest no earlier than 9 October 2012. No shares under an award will vest for below median performance and any vesting will be subject to satisfactory financial performance over the performance period, as determined by the Remuneration Committee.
NUMBER OF SHARES UNDERNAME PSP AWARDAlistair Cox* 1,040,094Paul Venables* 749,908Tim Cook 311,320Nick Cox 358,832James Cullens 271,698Sholto Douglas-Home 209,434Nigel Heap 483,718Steve Weston 311,320Alison Yapp 237,735
As a result of the above transactions, the directors' interests in the Ordinary share capital of the Company (excluding share options and unvested incentive shares but including shares held beneficially under deferred bonus arrangements) now stand as follows:
Alistair Cox: 1,456,036 sharesPaul Venables: 977,063 shares
For further information in respect of this announcement please contact Neil Tsappis, Deputy Company Secretary, Hays plc on +44 (0)20 7383 2266.
vendorRelated Shares:
Hays