The Go-Ahead Group plc
("Go-Ahead")
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility
Deferred Share Bonus Plan 2012
On 15 November 2019, share options were awarded with a nil exercise price under The Go-Ahead Group plc Deferred Share Bonus Plan 2012 ("DSBP") to the Persons Discharging Managerial Responsibility noted below.
| Name | Share Plan | Number of share options granted under DSBP on 15 November 2019 | Date on which awards are due to vest |
| David Brown, Group Chief Executive | DSBP | 16,123 | 15 November 2022 |
| Elodie Brian, Group Chief Financial Officer | DSBP | 2,503 | 15 November 2022 |
| Carolyn Ferguson, Group Company Secretary | DSBP | 1,609 | 15 November 2022 |
The total award was calculated based on the average closing mid-market price of a Go-Ahead share during the five working days immediately prior to the grant date, this being £20.49. These shares, which are held by The Go-Ahead Group Employee Trust, will remain 'deferred' for a period of three years, exercisable at the end of this period subject to continued employment. The terms of the award are subject to The Go-Ahead Group plc Malus and Clawback Policy which is enforceable for the period of three years from the grant date. Normal 'good' leaver and change of control provisions will apply.
Long Term Incentive Plan 2015
On 15 November 2019, share options were granted with a nil exercise price under The Go-Ahead Group Long Term Incentive Plan 2015 ("LTIP") to the following Person Discharging Managerial Responsibility:
| Name | Share Plan | Number of share awards granted under LTIP on 15 November 2019 |
| David Brown, Group Chief Executive | LTIP | 42,580 |
| Elodie Brian, Group Chief Financial Officer | LTIP | 16,347 |
Following a recent consultation with the Group's major shareholder and shareholder representative bodies, the performance targets for the 2019 LTIP Award are as outlined below and will be measured over the three-year performance period commencing with the start of the 2019/2020 financial year and ending with the end of the 2021/2022 financial period:
|
| EPS payout (% of element) | Compound annual growth in EPS | TSR payout (% of element) | Relative TSR vs FTSE 250 (excluding certain sectors) | Customer payout (% of each element) | Bus customer service target | Average Rail customer service target | International Operating Profit |
| Weighting (% of total award) | - | 20% | - | 50% | - | 10% | 10% | 10% |
| Below threshold | 0% | Less than RPI +2% p.a. | 0% | Below median | 0% | Less than 90% | Less than 80% | Less than £10m |
| Threshold | 10% | RPI +2% p.a. | 25% | Median | 10% | 90% | 80% | £10m |
| Between threshold and maximum | Between 10% and 100% | Between RPI +2% p.a. and RPI +10% p.a. | Between 25% and 100% | Between median and upper quartile | Between 10% and 100% | Between 90% and 94% | Between 80% and 84% | Between £10m and £15m |
| Maximum | 100% | RPI +10% p.a. | 100% | Upper quartile | 100% | 94% | 84% | £15m |
These shares, which are held by The Go-Ahead Group Employee Trust, must be held for a period of three years after grant. Once vested, these shares are also subject to an additional holding period that applies until the later of (i) the fifth anniversary of the grant date or (ii) the second anniversary of vesting. During this time, any vested awards may not be sold (other than to pay any tax and NICs due on exercise). The terms of the 2019 LTIP award are subject to The Go-Ahead Group plc Malus and Clawback Policy which will be enforceable for the period from the grant date until three years from the vesting date.
The attached notification is made in accordance with the requirements of the EU Market Abuse Regulation, and provides further detail of the number of share options awarded under the DSBP and LTIP on 15 November 2019.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | David Brown | |
| 2 | Reason for notification | ||
| a) | Position/status | Group Chief Executive | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | The Go-Ahead Group plc
| |
| b) | LEI | 2138009TF1SYOMQLBJ60
| |
| 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 10 pence each
GB0003753778 | |
| b) | Nature of the transaction | Grant of awards under The Go-Ahead Group plc Deferred Share Bonus Plan 2012 ("DSBP") and The Go-Ahead Group Long Term Incentive Plan 2015 ("LTIP"). For further information, please see above.
| |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1) £NIL 2) £NIL
| 1) 16,123 DSBP share options 2) 42,580 LTIP share options
| ||
| d) | Aggregated information
- Aggregated volume
- Price |
1) 16,123 DSBP share options 2) 42,580 LTIP share options
1) £NIL 2) £NIL | |
| e) | Date of the transaction |
2019-11-15
| |
| f) | Place of the transaction | N/A | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Elodie Brian | |
| 2 | Reason for notification | ||
| a) | Position/status | Group Chief Financial Officer | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | The Go-Ahead Group plc
| |
| b) | LEI | 2138009TF1SYOMQLBJ60
| |
| 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 10 pence each
GB0003753778 | |
| b) | Nature of the transaction | Grant of awards under The Go-Ahead Group plc Deferred Share Bonus Plan 2012 ("DSBP") and The Go-Ahead Group Long Term Incentive Plan 2015 ("LTIP"). For further information, please see above.
| |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1) £NIL 2) £NIL
| 1) 2,503 DSBP share options 2) 16,347 LTIP share options
| ||
| d) | Aggregated information
- Aggregated volume
- Price |
1) 2,503 DSBP share options 2) 16,347 LTIP share options
1) £NIL 2) £NIL | |
| e) | Date of the transaction |
2019-11-15
| |
| f) | Place of the transaction | N/A | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | Carolyn Ferguson | |
| 2 | Reason for notification | ||
| a) | Position/status | Group Company Secretary | |
| b) | Initial notification/ Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | The Go-Ahead Group plc
| |
| b) | LEI | 2138009TF1SYOMQLBJ60
| |
| 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 10 pence each
GB0003753778 | |
| b) | Nature of the transaction | Share options awarded under The Go-Ahead Group plc Deferred Share Bonus Plan 2012 ("DSBP"). For further information, please see above.
| |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
|
£NIL
|
1,609 DSBP share options | ||
| d) | Aggregated information
- Aggregated volume
- Price |
1,609 DSBP share options
£NIL
| |
| e) | Date of the transaction |
2019-11-15
| |
| f) | Place of the transaction | N/A | |
For further information please contact:
Carolyn Ferguson, Group Company Secretary - 0191 232 3123