Director/PDMR Shareholding
Marks and Spencer Group plc (the 'Company') announces that on 25 June 2019 it was notified of the following transactions in the Company's Ordinary 25p shares undertaken by directors / persons discharging managerial responsibility ('PDMRs').
1. Performance Share Plan Award 2019/20
As reported within the Company's Annual Report on 23 May 2019, the Performance Share Plan ('PSP') continues to be Marks & Spencer's primary long-term incentive plan for executives. As a result, awards under the PSP have been made to six PDMRs of the Company.
These awards were granted as conditional shares, the vesting of which is subject to the satisfaction of certain predetermined performance conditions, as well as the continued employment of the participant. Specifically, the vesting of the award will depend on relative Total Shareholder Return (TSR), the Company's Earnings Per Share (EPS) and Return on Capital Employed (ROCE) over a fixed three-year performance period starting on the first day of the financial year in which the award was granted. On vesting, the award is subject to an additional, mandatory two-year holding period. The value of dividends accrued, in the form of dividend equivalents, will be paid at the end of the period (third anniversary) based on the number of vested shares. No consideration was paid for the grant of the award and no price is payable on the exercise of the award. For the purposes of this award, the grant was made at a share price of £2.1206.
2. 2015 Deferred Share Bonus Plan
Exercise of options under the 2015 Deferred Share Bonus Plan ('DSBP') and subsequent sale of shares by three PDMRs and one person closely associated to a PDMR, as set out below.
3. 2015 Restricted Share Plan
Exercise of options under the 2015 Restricted Share Plan ('RSP') and subsequent sale of shares by one PDMR, as set out below.
The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.
1. Performance Share Plan Award 2019/20
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | S Rowe | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (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 | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-25 | ||||
| f) | Place of the transaction | Grant of the options occurred outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | H Singer | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (Chief Finance Officer) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-25 | ||||
| f) | Place of the transaction | Grant of the options occurred outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | S Berendji | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (Retail, Operations & Property Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-25 | ||||
| f) | Place of the transaction | Grant of the options occurred outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | P Friston | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (International Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-25 | ||||
| f) | Place of the transaction | Grant of the options occurred outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | S Machin | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (Food Managing Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-25 | ||||
| f) | Place of the transaction | Grant of the options occurred outside a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | J McDonald | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (Clothing, Home & Beauty Managing Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Award of options pursuant to the Marks and Spencer Group Performance Share Plan | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-25 | ||||
| f) | Place of the transaction | Grant of the options occurred outside a trading venue | ||||
2. 2015 Deferred Share Bonus Plan
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | S Rowe | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (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 | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Exercise of 33,653 shares from the 2015 Deferred Share Bonus Plan, followed by the sale of 15,873 shares to cover the tax and NI liability, with 17,780 shares retained. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-24 | ||||
| f) | Place of the transaction | London Stock Exchange, Main Market (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | S Berendji | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (Retail, Operations & Property Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Exercise of 23,141 shares from the 2015 Deferred Share Bonus Plan, followed by the sale of 10,743 shares to cover the tax and NI liability, with 12,398 shares retained. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-24 | ||||
| f) | Place of the transaction | London Stock Exchange, Main Market (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | P Friston | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (International Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Exercise of 35,561 shares from the 2015 Deferred Share Bonus Plan, followed by the subsequent sale of all 35,561 shares. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-24 | ||||
| f) | Place of the transaction | London Stock Exchange, Main Market (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | J Friston | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Person closely associated with P Friston (PDMR - International Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Exercise of 1,062 shares from the 2015 Deferred Share Bonus Plan, followed by the subsequent sale of all 1,062 shares. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-24 | ||||
| f) | Place of the transaction | London Stock Exchange, Main Market (XLON) | ||||
3. 2015 Restricted Share Plan
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | S Machin | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | PDMR (Food Managing Director) | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Marks and Spencer Group plc | ||||
| b) | LEI | 213800EJP14A79ZG1X44 | ||||
| 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 25p shares
ISIN: GB0031274896 | ||||
| b) | Nature of the transaction | Exercise of 39,451 shares from the 2015 Restricted Share Plan, followed by the sale of 16,629 shares to cover the tax and NI liability, with 22,822 shares retained. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information
| n/a (single transaction) | ||||
| e) | Date of the transaction | 2019-06-24 | ||||
| f) | Place of the transaction | London Stock Exchange, Main Market (XLON) | ||||