Director/PDMR Shareholding
September 08 2005 - 3:01AM
UK Regulatory
RNS Number:9910Q
Taylor Woodrow PLC
07 September 2005
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
1. Name of the issuer
TAYLOR WOODROW PLC
2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
(I) A TRANSACTION NOTIFIED IN ACCORDANCE WITH DR 3.1.4R(1)(A)
3. Name of person discharging managerial responsibilities/director
(1) JOHN (IAIN) NAPIER
(2) PETER JOHNSON
(3) GRAEME MCCALLUM
(4) RICHARD MORBEY
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
NO
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
HOLDING
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
25P ORDINARY SHARES OF TAYLOR WOODROW PLC
7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them
NAME SHARES HELD IN OWN NAME SHARES HELD IN OTHER NAME
JOHN (IAIN) NAPIER 264,351 1,250 (HSDL NOMINEES LTD)
PETER JOHNSON 83,299 1,250 (HSDL NOMINEES LTD)
GRAEME MCCALLUM 102,123
RICHARD MORBEY 86,454 39,448 (MRS G MORBEY)
8 State the nature of the transaction
CONDITIONAL AWARD OF SHARES (DELIVERABLE IN THREE YEARS'
TIME SUBJECT TO ACHIEVING DEFINED PERFORMANCE CRITERIA)
UNDER THE TAYLOR WOODROW 2005 PERFORMANCE SHARE
PLAN.
THE CONDITIONAL AWARDS MADE TO MESSRS. NAPIER,
JOHNSON AND MCCALLUM ARE RESTRICTED TO 75% OF SALARY
AND 60% IN THE CASE OF MR. MORBEY, AND ARE SUBJECT TO AN
EPS CRITERION AS SHOWN BELOW. THE BALANCE OF THE AWARDS
ARE 'ENHANCED AWARDS' AND ARE SUBJECT BOTH TO THE EPS
CRITERION AND A TSR CRITERION.
9. Number of shares, debentures or financial instruments relating to shares
acquired
N/A
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
N/A
11. Number of shares, debentures or financial instruments relating to shares
disposed
N/A
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
N/A
13. Price per share or value of transaction
N/A
14. Date and place of transaction
7 SEPTEMBER 2005
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
NAME TOTAL SHARES NOW HELD %
IAIN NAPIER 265,601 0.0466
PETER JOHNSON 84,549 0.0148
GRAEME MCCALLUM 102,123 0.0179
RICHARD MORBEY 125,902 0.022
16. Date issuer informed of transaction
7 SEPTEMBER 2005
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
7 SEPTEMBER 2005
18. Period during which or date on which it can be exercised
IF THE PERFORMANCE CONDITION IS MET, THE TAYLOR WOODROW
2005 EMPLOYEE BENEFIT TRUST WILL ANNOUNCE ON 7 SEPTEMBER
2008 WHETHER, AND TO WHAT EXTENT, THE SHARE AWARD VESTS.
THE PERFORMANCE CONDITION IS A COMBINATION OF EPS GROWTH
AND TOTAL SHAREHOLDER RETURN ("TSR").
THE EPS CONDITION IS THAT FOR 50% OF THE EPS-RELATED
AWARDS TO VEST, GROUP EARNINGS PER SHARE FOR THE THREE
FINANCIAL YEARS PRIOR TO THE VESTING DATE SHALL NOT BE
LESS THAN REAL 3% P. A. COMPOUND.
FOR 100% (THE MAXIMUM) OF THE EPS-RELATED
AWARDS TO VEST, GROUP EPS FOR THE SAME PERIOD SHALL NOT BE
LESS THAN REAL 6% P. A. COMPOUND.
THE TSR CONDITION IS THAT FIRSTLY THE EPS CONDITION MUST
BE ACHIEVED AS TO AT LEAST REAL 3% P. A. COMPOUND AND
SECONDLY THAT VESTING IS PROPORTIONATE TO THE RANKING
OF THE COMPANY'S TSR COMPARED TO A DEFINED PEER GROUP.
19. Total amount paid (if any) for grant of the option
NIL
20. Description of shares or debentures involved (class and number)
25P ORDINARY SHARES
IAIN NAPIER 227,272
PETER JOHNSON 132,410
GRAEME MCCALLUM 100,078
RICHARD MORBEY 42,687
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
NIL
22. Total number of shares or debentures over which options held following
notification
SHARESAVE EXECUTIVE PLAN EXECUTIVE PERFORMANCE SHARE
BONUS PLAN PLAN
IAIN NAPIER 6,350 432,865 245,351 370,129
PETER JOHNSON 8,037 469,893 52,636 217,315
GRAEME MCCALLUM 4,177 111,561 0 180,940
RICHARD MORBEY 8,232 216,370 58,901 79,344
TOTALS
IAIN NAPIER 1,054,695
PETER JOHNSON 747,881
GRAEME MCCALLUM 296,678
RICHARD MORBEY 362,847
23. Any additional information
NONE
24. Name of contact and telephone number for queries
M A LONNON
0121 600 8542
Name and signature of duly authorised officer of issuer responsible for making
notification
RICHARD MORBEY
SECRETARY, TAYLOR WOODROW PLC
Date of notification
7 SEPTEMBER 2005
END
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