Keller Group
plc
Notification and
public disclosure of transactions by Persons Discharging Managerial
Responsibilities (“PDMRs)
Awards made under
Keller Group plc’s Long Term Incentive Plan
On 8 March 2019 Keller Group plc
(the “Company") granted:
-
Deferred bonus award totaling 1,436 ordinary shares in Keller
Group plc (“Ordinary shares”);
-
Conditional award totaling 15,828 Ordinary shares; and
-
Performance share awards totaling 538,013 Ordinary shares
as awarded by the Remuneration Committee under the terms of the
Keller Long Term Incentive Plan (the “plan”), to the PDMRs listed
in the tables below.
The Company has received notification from PDMRs pursuant to
article 19 of regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April
2014 on market abuse ("Market Abuse Regulation" or
"MAR"), on 12 March 2019, who were
granted deferred bonus awards, conditional awards and performance
share awards in respect of the following number of Ordinary shares
of 10 pence each in the Company,
under the plan in accordance with the respective rules.
Deferred Bonus Award
Name |
Position |
No.
of Ordinary Shares awarded1/3
|
Total Share Awards outstanding |
Michael Speakman |
Chief Financial
Officer |
1,436 |
1,436 |
Thorsten Holl |
President of EMEA |
0 |
13,269 |
Executive Directors are subject to a deferral of 25% of any
annual bonus payment into Ordinary shares for a period of two years
that is eligible for dividend equivalents over the period from the
date the deferred award is granted, to the date of its
vesting. Malus and clawback apply.
Other PDMRs are subject to any bonus in excess of 100% of salary
(up to a maximum of 150%) being deferred for three years and payout
linked to ongoing share performance.
Conditional Share Award
Name |
Position |
No.
of Ordinary Shares awarded1/3
|
Graeme Cook |
Group Human Resources
Director |
15,828 |
Conditional share awards are subject to the participant’s
continued employment from the date of grant until vesting.
Awards vest at 50% after year two and 50% after year three.
Malus and clawback apply.
Performance Share Awards
Name |
Position |
No. of Ordinary
Shares awarded 1/2/3 |
Total Share Awards
outstanding |
Alain Michaelis |
Chief Executive |
123,621 |
257,832 |
Michael Speakman |
Chief Financial Officer |
71,215 |
125,060 |
Venu Raju |
Engineering and Operations
Director |
44,797 |
89,250 |
James Hind |
President of North America |
76,599 |
159,362 |
Thorsten Holl |
President of EMEA |
51,170 |
114,756 |
Peter Wyton |
President of APAC |
30,437 |
42,714 |
Eric Drooff |
Chief Operating Officer of North
America |
35,727 |
61,031 |
Graeme Cook |
Group Human Resources Director |
29,676 |
70,909 |
Jim De Waele |
Group Strategy and Business
Development Director |
26,925 |
48,557 |
John Raine |
Group HSEQ Director |
25,018 |
25,018 |
Kerry Porritt |
Group Company Secretary and Legal
Advisor |
22,828 |
41,353 |
|
Weighting, % |
2019 - 2021
Performance measures |
|
Threshold –
25% vesting |
Maximum - 100% vesting |
50% |
Cumulative
Earnings per Share (EPS) over three years |
300p |
345p |
25% |
TSR
ranking vs FTSE250 (excluding Investment trusts) |
Median |
Upper
quartile |
25% |
Return on
Capital Employed (ROCE) |
14% |
20% |
The Performance Share Award performance conditions are measured
over a three year period ending on 31
December 2021 and are expected to vest in March 2022.
Executive Directors are subject to a further two year holding
period. Malus and clawback apply.
For the purposes of article 19 of MAR, the above transactions
took place in the United Kingdom,
with a grant date of 8 March 2019 and
the PDMRs being notified on 12 March
2019.
K A A Porritt
Group Company Secretary and Legal Advisor
13 March 2019
www.keller.com
1 The price used to calculate the maximum number of ordinary
shares under the Deferred Bonus Award, Conditional Share Award and
Performance Share Award was 640.67p, being the average closing
price on 5, 6, and 7 March 2019 of
the Company's shares on the main market of the London Stock
Exchange.
2 The amounts shown above represent the maximum possible number
of ordinary shares that may be granted to the above named
participants under the 2019 Performance Share Award.
3 The awards above excludes notional dividends.
LEI number:
549300QO4MBL43UHSN10
Classification: 3.1
Additional regulated information required to be disclosed under the
laws of a Member State