REG - Computacenter - Director/PDMR Shareholding

ComputacenterAnnouncement

07/06/2023 12:00

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RNS Number : 9780B  Computacenter PLC  07 June 2023

 

Computacenter plc

Incorporated in England

Registration number: 03110569

LEI: 549300XSXUZ1I19DB105

ISIN: GB00BV9FP302

 

Computacenter plc

(the 'Company')

 

The following notifications are made under Article 19 of the Market Abuse
Regulation ('MAR') relating to certain transactions in the shares of the
Company by Chris Jehle, the Chief Financial Officer, Executive Director, and
Person Discharging Managerial Responsibility of the Company ('PDMR').

 

Grant of Awards - Performance Share Plan

 

The Company announces that on 5 June 2023, in accordance with the rules of the
Computacenter Performance Share Plan 2005 (the 'PSP'), the Company granted two
awards:

-       an award of nil-cost options (the '2023 PSP Award'); and

-       a further award of nil-cost options (the 'Replacement PSP
Award'),

(together, the 'PSP Awards') over Ordinary Shares of 7(5)/(9) pence each in
the capital of the Company ('Ordinary Shares'), to the following Director and
PDMR:

 

2023 PSP Award

 Director                 Number of shares awarded(1)

 Mr M C Jehle (Director)  33,973

(1) Calculated using a price of 2318 pence per Ordinary Share which is the
average middle market closing quotation, as derived from the Daily Official
List of the London Stock Exchange, over the period from 31 May 2023 to 2 June
2023, being the three trading days before the Date of Grant of the PSP Award.
The award has a value of £787,500, which is 175% of Mr Jehle's current base
salary.

 

No consideration was paid for the grant of the 2023 PSP Award which is
structured as a nil cost option, and which shall ordinarily vest and become
exercisable by Mr Jehle, subject to the satisfaction of the performance
conditions set by the Remuneration Committee of the Company which are based on
(i) the compound annual growth rate of the Group's adjusted diluted earnings
per share ('EPS'), commencing on 1 January 2023 and ending on 31 December 2025
(the 'Performance Period') and (ii) the compound annual growth rate of the
Group's Services Revenue over the Performance Period. The 2023 PSP Award is
expected to vest in March 2026 and will be subject to a two-year holding
period following vesting.  The vested 2023 PSP Award held during the holding
period will include the right to receive dividend equivalents as shares.

 Replacement PSP Award    Number of shares awarded(2)

 Director

 Mr M C Jehle (Director)  13,527

(2) Calculated using a price of (i) 2771 pence per Experian plc ordinary
share, which is the average middle market closing quotation, as derived from
the Daily Official List of the London Stock Exchange, for the 30 days to and
including 31 May 2023, and (ii) 2379 pence per Computacenter plc ordinary
share, which is the average middle market closing quotation, as derived from
the Daily Official List of the London Stock Exchange, for the 30 days to and
including 31 May 2023.

 

This Replacement PSP Award was granted to compensate Mr Jehle for
performance-based awards forfeited by him as a result of leaving Experian (the
'Original PSP Awards'). In determining the structure of the Replacement PSP
Award, the form of award, time horizon and extent to which performance
conditions applied to the Original PSP Awards, was considered. The value of
the Replacement PSP Award is equal to the Original PSP Awards, based on the
price of an Experian plc ordinary share and a Computacenter plc ordinary share
over a 30 day period, as set out directly above.

 

No consideration was paid for the grant of this Replacement PSP Award which is
structured as a nil cost option over Ordinary Shares, and which shall
ordinarily vest and become exercisable by Mr Jehle, subject to the
satisfaction of the performance conditions set by the Remuneration Committee
of the Company which are based on (i) the compound annual growth rate of the
Group's adjusted diluted earnings per share ('EPS'), commencing on 1 January
2022 and ending on 31 December 2024 (the 'Performance Period') and (ii) the
compound annual growth rate of the Group's Services Revenue over the
Performance Period. The Replacement PSP Award is not subject to a holding
period following vesting on 5 June 2025 (which is on or around the date of
vesting of the Original PSP Awards had they not been forfeited).

 

All of the PSP Awards will be subject to malus and clawback provisions, and
will be satisfied out of shares held by the 2011 Computacenter Employee
Benefit Trust, or by new issue or treasury shares held by the Company at the
discretion of the Board of the Company.

 

Grant of Awards - Replacement RSU Award

 

The Company announces that on 5 June 2023, the Company granted the following
award over Ordinary Shares to the following Director and PDMR:

 

 Director                 Number of shares awarded(3)

 Mr M C Jehle (Director)  5,695

(3) Calculated using a price of (i) 2771 pence per Experian plc ordinary
share, which is the average middle market closing quotation, as derived from
the Daily Official List of the London Stock Exchange, for the 30 days to and
including 31 May 2023, and (ii) 2379  pence per Computacenter plc ordinary
share, which is the average middle market closing quotation, as derived from
the Daily Official List of the London Stock Exchange, for the 30 days to and
including 31 May 2023.

 

This award was granted to compensate Mr Jehle for service-based awards
forfeited by him as a result of leaving Experian (the 'Original RSU Awards').
In determining the structure of the replacement award, the form of award, time
horizon and extent to which performance conditions applied to the Original RSU
Awards, was considered. The value of the replacement award (the 'Replacement
RSU Award') is equal to that of the Original RSU Awards, based on the price of
an Experian plc ordinary share and a Computacenter plc ordinary share over a
30 day period, as set out below.

 

The Replacement RSU Award is being granted to Mr Jehle under Listing Rule
9.4.2 as an arrangement established specifically to facilitate, in unusual
circumstances, the recruitment of a director. Broadly the terms of the
Computacenter 2017 Deferred Bonus plan will be applied, save that rule 5
(reduction of awards and clawback), rule 9 (cessation of employment) and rule
12 (amendments) will not apply, and the award may only be settled with market
purchase shares.

 

No consideration was paid for the grant of the Replacement RSU Award, which is
structured as a nil-cost option. There are no performance conditions or
performance period that apply to the award, and it will vest in Mr Jehle on 1
July 2025 (which is on or around the same date of vesting of the Original RSU
Award, had it not been forfeited). However, if prior to 1 July 2023, the
Company: (i) terminates Mr Jehle's employment agreement in limited fault-based
circumstances, or (ii) he resigns prior to that time, then the Replacement RSU
Award will lapse in full.

 

PDMR/PCA FCA Transaction Notification

 

 1.     Details of Person Discharging Managerial Responsibilities

        Name                                      Marcus Christian Jehle

 2.     Reason for the notification

 2(a)   Position/Status                           Chief Financial Officer

 2(b)   Initial Notification/                     Initial Notification

        Amendment

 3.     Details of the issuer

 3(a)   Name                                      Computacenter plc

 3(b)   LEI                                       549300XSXUZ1I19DB105

 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 transaction(s) have been conducted

 4(a)   Description of the financial instrument   Ordinary shares of 7 (5)/(9) pence in Computacenter plc ('Ordinary Shares')

                                                  ISIN: GB00BV9FP302

 4(b)   Nature of Transaction                     Grant of a nil-cost option award over Ordinary Shares under the Computacenter

                                         Performance Share Plan 2005 (the '2023 PSP Award'). There is no price payable
                                                  on the grant, vesting or exercise of the 2023 PSP Award.  Vesting of the 2023
                                                  PSP Award is subject to the achievement of a performance condition over a
                                                  three-year period from 1 January 2023 to 31 December 2025.

 4(c)   Price(s) and Volume(s)                    Price(s) (in GBP)                         Volume(s)

        nil                                                                                 33,973

 4(d)   Aggregated Information

        Aggregated Volume and Price               nil                                       33,973

 4(e)   Date of the transaction                   2023-6-05

 4(f)   Place of the transaction                  Outside of a trading venue.

 

 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 transaction(s) have been conducted

 4(a)   Description of the financial instrument   Ordinary shares of 7 (5)/(9) pence in Computacenter plc ('Ordinary Shares')

                                                  ISIN: GB00BV9FP302

 4(b)   Nature of Transaction                     Grant of a nil-cost option award over Ordinary Shares under the Computacenter

                                         Performance Share Plan 2005 (the 'Replacement PSP Award'). There is no price
                                                  payable on the grant, vesting or exercise of the Replacement PSP Award.
                                                  Vesting of the Replacement PSP Award is subject to the achievement of a
                                                  performance condition over a three-year period from 1 January 2022 to 31
                                                  December 2024.

 4(c)   Price(s) and Volume(s)                    Price(s) (in GBP)                         Volume(s)

        nil                                                                                 13,527

 4(d)   Aggregated Information

        Aggregated Volume and Price               nil                                       13,527

 4(e)   Date of the transaction                   2023-6-05

 4(f)   Place of the transaction                  Outside of a trading venue.

 

 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 transaction(s) have been conducted

 4(a)   Description of the financial instrument   Ordinary shares of 7 (5)/(9) pence in Computacenter plc ('Ordinary Shares')

                                                  ISIN: GB00BV9FP302

 4(b)   Nature of Transaction                     Grant of a nil-cost option award over Ordinary Shares under Listing Rule 9.4.2

                                         (the 'Replacement RSU Award'). There is no price payable on the grant, vesting
                                                  or exercise of the Replacement RSU Award.  There are no performance
                                                  conditions which apply to the Replacement RSU Award.

 4(c)   Price(s) and Volume(s)                    Price(s) (in GBP)                         Volume(s)

        nil                                                                                 5,695

 4(d)   Aggregated Information

        Aggregated Volume and Price               nil                                       5,695

 4(e)   Date of the transaction                   2023-6-05

 4(f)   Place of the transaction                  Outside of a trading venue.

 

 

Enquiries:

 

 Name:       Simon Pereira
             Company Secretary

 Address:    Computacenter plc

             Hatfield Avenue

             Hatfield

             Hertfordshire

             AL10 9TW

 Telephone:  +44 (0) 7385 514 715

 

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