Director/PDMR Shareholding

Cable & Wireless Communications Plc

Notification of transactions of Directors, Persons Discharging Managerial Responsibility (PDMR) or Connected Persons

Cable & Wireless Communications Plc ("the Company" or "CWC") advises that on 13 May 2010 the share awards held by Directors and PDMRs as at the date of Demerger (as set out in the Circular to shareholders dated 2 February 2010) were varied as detailed in the table below.

Awards held by participants in respect of their role in Cable and Wireless plc have been adjusted to be in respect of one CWC share and one Cable & Wireless Worldwide plc ("CWW") share for each Cable and Wireless plc share under award.

Awards held by participants which are not in respect of their role in Cable and Wireless plc will be adjusted to be an award over CWC shares only having an equivalent value (determined by reference to the average closing price of CWC and CWW shares over the five dealing days commencing on the Demerger effective date (26 March 2010)). 

Directors

PDMRs

* Granted under the Cable & Wireless Incentive Plan 2001 ** Granted under the Cable & Wireless Restricted Share Plan 2005

Notes:

1. Sir Richard Lapthorne's Award

The Restricted Share Award granted to Sir Richard Lapthorne is subject to performance conditions based on the original terms on which it was awarded (as varied in July 2009). The terms have been varied as set out in the circular to shareholders dated 2 February 2010 so that the following TSR measurement shall apply:

Zero shares vest for TSR at the mid point of the comparator group in the FTSE Global Telecoms Index, through to 100 per cent vesting for performance in the top ten per cent of this comparator group, on a straight line scale. In addition absolute TSR must be positive in order for any shares to vest. TSR represents the combined performance of the Company (including Cable and Wireless plc) up to and including 25 March 2010 and the performance of both CWC and Cable & Wireless Worldwide plc until the end of the performance period. The award is based on a four year performance period, starting from the original date of the award on 6 June 2007. As a further condition of vesting of this award, Sir Richard Lapthorne is to retain a personal holding of at least 3.5 million Company and 3.5 million CWW shares for the duration of the performance period.

2. Performance Share Awards

The Performance Share Awards are subject to performance conditions based on the original terms on which they were awarded. These terms have been varied as set out in the circular to shareholders dated 2 February 2010 so that one of the following measurements will apply (as indicated in the table above):

Joint Total Shareholder Return ("Joint TSR")

Full vesting of the Award Shares will occur only if the Joint TSR performance is equal to 20% or more compound growth per annum during the performance period starting on 1 April 2009 and ending on 31 March 2012. Where TSR performance is equal to 8% compound growth per annum, 25% of the Award Shares will vest. The Award Shares will vest pro-rata where TSR performance is more than 8% but less than 20% compound growth per annum. If the Joint TSR is less than 8% compound growth per annum no Award Shares will vest. Vesting must also be warranted by reference to the underlying financial performance of the Company (including the performance of Cable and Wireless plc up to and including 19 March 2010) during the performance period which will be determined by the Remuneration Committee within 12 months of the end of the performance period.

For these purposes, the Joint TSR represents the combined performance of the Company (including Cable and Wireless plc) up to and including 25 March 2010 and the performance of both the Company and Cable & Wireless Worldwide plc ("CWW") until the end of the performance period.

Company Total Shareholder Return ("CWC TSR")

Full vesting of the Award Shares will occur only if the CWC TSR performance is equal to 20% or more compound growth per annum during the performance period starting on 1 April 2009 and ending on 31 March 2012. Where CWC TSR performance is equal to 8% compound growth per annum, 25% of the Award Shares will vest. The Award Shares will vest pro-rata where CWC TSR performance is more than 8% but less than 20% compound growth per annum. If the CWC TSR is less than 8% compound growth per annum no Award Shares will vest. Vesting must also be warranted by reference to the underlying financial performance of the Company (including the CWI Group business of Cable and Wireless plc) during the performance period which will be determined by the Remuneration Committee within 12 months of the end of the performance period

Until the Performance Share Awards disclosed above vest, the shares will continue to be held by Lloyds TSB Offshore Trust Company Limited as Trustee of the Cable and Wireless Employee Share Ownership Trust. 

The consideration for the Performance Share Awards disclosed above is £nil.

3. Share Options

The options disclosed above have already vested. No further performance conditions apply. The terms on which on which the options were awarded have been varied as set out in the Circular to shareholders dated 2 February 2010 so that they continue over a stapled unit of one Company share and one CWW share for each Cable and Wireless plc option originally granted. The exercise price for each stapled unit remains fixed at the option price set on the original date of grant.

4. Restricted Share Awards

Subject to Tim Pennington's continued employment with the Company the award granted to him under the Cable & Wireless Restricted Share Plan 2005 will vest in full on the third anniversary of the original date of grant and is not subject to performance conditions. Until this award vests, the shares will continue to be held by Lloyds TSB Offshore Trust Company Limited as Trustee of the Cable & Wireless Employee Share Ownership Trust. The consideration for the Restricted Share Award is £nil.

These disclosures relate to transactions notified in accordance with DTR 3.1.4 (R) (1) (a) and (c).

Name of person making notification: Clare Underwood

Contact number: 020 7315 4008

Date of notification: 17 May 2010