The Go-Ahead Group plc
("Go-Ahead")
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility
Deferred Share Bonus Plan 2012
On 16 November 2018, 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 16 November 2018 | Date on which awards are due to vest |
| David Brown, Group Chief Executive | DSBP | 18,612 | 16 November 2021 |
| Carolyn Ferguson, Group Company Secretary | DSBP | 2,061 | 16 November 2021 |
The share option awards were calculated based on the average closing mid-market price of a Go-Ahead share during the four-week period ended 15 November 2018, this being £15.61. The 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. In accordance with the terms of the DSBP, normal 'good' leaver, change of control and clawback provisions will apply.
Long Term Incentive Plan 2015
On 16 November 2018, 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 16 November 2018 |
| David Brown, Group Chief Executive | LTIP | 53,912 |
This LTIP 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 in accordance with the LTIP Rules, this being £15.79. The 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 two year holding period other than to pay tax or NICs due on receipt of the shares. Withholding (malus) provisions apply between the date of grant and date of vesting and recovery (clawback) provisions apply for the three years following the date on which the award vests.
The targets of the LTIP award are set out below and will be measured over the three-year performance period commencing with the start of the 2018/19 financial period and ending with the end of the 2020/21 financial period:
|
| EPS payout (% of element) | Compound annual growth in EPS | Payout (% of TSR element) | Relative TSR vs FTSE 250 (excluding certain sectors) | Payout (% of each customer element) | Rail customer service target | Bus customer service target |
| Weighting (% of total award) | - | 40% | - | 40% | - | 10% | 10% |
| Below threshold | 0% | Less than RPI +2% p.a. | 0% | Below median | 0% | Less than 79% | Less than 91% |
| Threshold | 10% | RPI + 2% p.a. | 25% | Median | 10% | 79% | 91% |
| 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 79% and 83% | Between 91% and 94% |
| Maximum | 100% | RPI + 10% p.a. | 100% | Upper quartile | 100% | 83% | 94% |
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 16 November 2018.
| 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 following plans:
1) The Go-Ahead Group plc Deferred Share Bonus Plan 2012 ("DSBP") subject to a three year deferral period and continued employment. Recovery provisions apply in accordance with the DSBP Rules.
2) The Go-Ahead Group Long Term Incentive Plan 2015 ("LTIP") subject to an additional two year holding period following the vesting of awards. Withholding (malus) provisions apply between the date of grant and date of vesting and recovery (clawback) provisions apply for the three years following the date on which the award vests.
| |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| 1) £NIL 2) £NIL
| 1) 18,612 DSBP share options 2) 53,912 LTIP share options
| ||
| d) | Aggregated information
- Aggregated volume
- Price |
1) 18,612 DSBP share options 2) 53,912 LTIP share options
1) £NIL 2) £NIL | |
| e) | Date of the transaction |
2018-11-16
| |
| 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") subject to a three year deferral period and continued employment. Recovery provisions apply in accordance with the DSBP Rules.
| |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
|
£NIL
|
2,061 DSBP share options | ||
| d) | Aggregated information
- Aggregated volume
- Price |
2,061 DSBP share options
£NIL
| |
| e) | Date of the transaction |
2018-11-16
| |
| f) | Place of the transaction | N/A | |
For further information please contact:
Carolyn Ferguson, Group Company Secretary - 0191 232 3123