REG - BAE SYSTEMS PLC - Director/PDMR Shareholding
BAE Systems Long Term incentive Plan ("LTIP")
1. BAE Systems plc announces that on 25 March 2020 it made the following awards over ordinary shares of 2.5p each in BAE Systems plc under the LTIP to the Persons Discharging Managerial Responsibilities ("PDMRs") specified below.
In recent weeks, the Company's share price has, to some extent, reflected the uncertain market conditions caused by the coronavirus pandemic. Consequently, having regard to the share price at grant, the Remuneration Committee has retained the ability to exercise its discretion to ensure that the value of the awards at vesting is appropriate.
1.1 Share Options, at an option price of 4.851 pence per share:
Name of PDMR
Number of shares granted under option
David Armstrong
69,264
Christopher Boardman
121,231
Philip Bramwell
148,051
Karin Hoeing
181,847
Benjamin Hudson
139,146
Glynn Phillips
105,751
Mark Phillips
37,105
Julian Cracknell
68,777
1.2 Performance Shares granted in the form of nil cost options:
Name of PDMR
Number of shares granted under option
David Armstrong
69,264
Christopher Boardman
121,231
Philip Bramwell
148,051
Karin Hoeing
181,847
Benjamin Hudson
242,218
Glynn Phillips
105,751
Mark Phillips
37,105
Bradley Greve
421,253
Charles Woodburn
747,474
Julian Cracknell
68,777
Tom Arseneault
423,988
1.3 Restricted Shares granted in the form of conditional awards:
Name of PDMR
Number of shares under award
Thomas Arseneault
213,416
2. In addition, on 25 March 2020, the following PDMRs acquired ordinary 2.5p shares derived from performance share awards granted in 2015 under the Company's LTIP at nil consideration; and a number of the shares were subsequently sold to cover tax liability.
The details of these transactions, which took place on the London Stock Exchange are specified below:
2.1 Performance Shares granted in the form of nil cost options:
Number of
shares exercised
Number of shares sold
Thomas Arseneault
11,884
5,374
Jerry DeMuro
27,461
12,417
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
David Armstrong
2
Reason for the notification
a)
Position/status
Group Business Development Director
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share;
· Performance Shares in the form of a conditional award;
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
69,278
Performance Shares
Nil consideration
69,264
Total:
138,528
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 138,556 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Tom Arseneault
2
Reason for the notification
a)
Position/status
President & Chief Operating Officer, BAE Systems Inc
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Performance Shares in the form of a conditional award; and
· Restricted Shares in the form of a conditional award.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Performance Shares
Nil consideration
423,988
Restricted Shares
Nil consideration
213,416
Total:
637,404
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 637,404 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Tom Arseneault
2
Reason for the notification
a)
Position/status
President & Chief Operating Officer, BAE Systems Inc
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Acquisition of performance shares under the Long Term Incentive Plan, and the subsequent disposal of some of those shares and retention of the balance of shares.
c)
Price(s) and volume(s)
Price
Volume
Acquisition of shares on release of share awards
Nil
11,884
Sale of shares to satisfy tax liabilities
£4.910
5,374
Shares retained
6,510
d)
Aggregated information
- Aggregated volume
- Price
Acquisition
Volume: 11,884
Price GBP: Nil
Shares sold (to satisfy tax liabilities)
Volume: 5,374
Price GBP: £26,386.88
e)
Date of the transaction
2020-03-25
f)
Place of the transaction
London Stock Exchange
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Christopher Boardman
2
Reason for the notification
a)
Position/status
Group Managing Director, Air
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share; and
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
121,231
Performance Shares
Nil consideration
121,231
Total:
242,462
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 242,462 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Philip Bramwell
2
Reason for the notification
a)
Position/status
Group General Counsel
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share; and
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
148,051
Performance Shares
Nil consideration
148,051
Total:
296,102
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 296,102 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Karin Hoeing
2
Reason for the notification
a)
Position/status
Group Human Resources Director
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share; and
· Performance Shares in the form of a nil-cost option.
·
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
181,847
Performance Shares
Nil consideration
181,847
Total:
363,694
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 363,694 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
XLON - London Stock Exchange
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Julian Cracknell
2
Reason for the notification
a)
Position/status
Managing Director, Applied Intelligence
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share; and
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
68,777
Performance Shares
Nil consideration
68,777
Total:
137,554
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 137,554 shares
£00.00
e)
Date of the transaction
Award made on 2019-03-20
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Jerry DeMuro
2
Reason for the notification
a)
Position/status
Chief Executive Officer, BAE Systems Inc and Director
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Acquisition of performance shares under the Long Term Incentive Plan, and the subsequent disposal of some of those shares and retention of the balance of shares.
c)
Price(s) and volume(s)
Price
Volume
Acquisition of shares on release of share awards
Nil
27,461
Sale of shares to satisfy tax liabilities
£4.910
12,417
Shares retained
15,044
d)
Aggregated information
- Aggregated volume
- Price
Acquisition
Volume: 27,461
Price GBP: Nil
Shares sold (to satisfy tax liabilities)
Volume: 12,417
Price GBP: £60,968.71
e)
Date of the transaction
2020-03-25
f)
Place of the transaction
London Stock Exchange
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Benjamin Hudson
2
Reason for the notification
a)
Position/status
Chief Technology Officer
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share; and
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
139,146
Performance Shares
Nil consideration
242,218
Total:
381,364
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 381,364 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Glyn Phillips
2
Reason for the notification
a)
Position/status
Group Managing Director Maritime and Land UK
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share; and
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
105,751
Performance Shares
Nil consideration
105,751
Total:
211,502
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 211,502 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Mark Phillips
2
Reason for the notification
a)
Position/status
Group Communications Director
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Share Options at an option price of £4.851 per share; and
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Share Options
Nil consideration
37,105
Performance Shares
Nil consideration
37,105
Total:
74,210
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 74,210 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Bradley Greve
2
Reason for the notification
a)
Position/status
Group Finance Director Designate
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Performance Shares
Nil consideration
421,253
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 421,253 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Charles Woodburn
2
Reason for the notification
a)
Position/status
Chief Executive Officer
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
BAE Systems plc
b)
LEI
8SVCSVKSGDWMW2QHOH83
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 2.5p each in BAE Systems plc
GB0002634946
b)
Nature of the transaction
Award of shares under the LTIP:
· Performance Shares in the form of a nil-cost option.
c)
Price(s) and volume(s)
Award
Price(s)
Volume(s)
Performance Shares
Nil consideration
747,474
Total:
747,474
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 747,474 shares
£00.00
e)
Date of the transaction
Award made on 2020-03-25
f)
Place of the transaction
-
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