REG - Computacenter - Director/PDMR Shareholding
23/03/2022 16:45
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RNS Number : 8124F Computacenter PLC 23 March 2022
Computacenter plc
Incorporated in England
Registration number: 03110569
LEI: 549300XSXUZ1I19DB105
ISIN: GB00BV9FP302
Computacenter plc
(the 'Company')
The following notifications relate to certain transactions in the shares of
the Company by Directors of the Company, Persons Discharging Managerial
Responsibilities ('PDMR') of the Company and Persons Closely Associated
('PCA') with the Directors and PDMRs.
Grant of Awards - Performance Share Plan
The Company announces that on 21 March 2022, in accordance with the rules of
the Computacenter Performance Share Plan 2005 (the 'PSP'), the Company granted
awards of nil-cost options (the 'PSP Awards') over Ordinary Shares of 7(5)/(9)
pence each in the capital of the Company ('Ordinary Shares'), to the following
Directors/PDMR:
Director Number of shares awarded(1)
Mr F A Conophy (Director) 22,315
Mr M J Norris (Director) 39,368
(1) Calculated using a price of 2911.00 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 16 March 2022 to 18
March 2022, being the three trading days before the Date of Grant of the PSP
Awards
Performance Criteria
No consideration was paid for the grant of the PSP Awards which are structured
as nil cost options, and which shall ordinarily vest and become exercisable by
the two participants listed above, 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
PSP Awards are subject to a two-year holding period following vesting. The
vested PSP Awards held during the holding period will include the right to
receive dividend equivalents as shares.
PDMR Number of shares awarded(1)
Mr S Pereira (PDMR) 1,443
(1) Calculated using a price of 2911.00 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 16 March 2022 to 18
March 2022, being the three trading days before the Date of Grant of the PSP
Awards
Performance Criteria
No consideration was paid for the grant of the PSP Awards which are structured
as nil cost options, and which shall ordinarily vest and become exercisable by
the participant listed above, subject to the satisfaction of the performance
condition set by the Remuneration Committee of the Company which is based on
the compound annual growth rate of the Group's EPS over the Performance
Period.
All of the PSP Awards set out above will be satisfied out of shares held by
the 2011 Computacenter Employee Benefit Trust or by treasury shares held by
the Company at the discretion of the Board of the Company. The relevant FCA
notifications are set out below.
Grant of Awards - Deferred Bonus Plan
The Company announces that on 21 March 2022, in accordance with the rules of
the Computacenter 2017 Deferred Bonus Plan (the 'DBP'), the Company granted
conditional awards (the '2021 Bonus Awards') over Ordinary Shares of 7(5)/(9)
pence each, to the following Directors:
Director Number of shares awarded(1)
Mr F A Conophy (Director) 7,587
Mr M J Norris (Director) 14,172
(1) Calculated using a price of 2911.00 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 16 March 2022 to 18
March 2022, being the three trading days before the Date of Grant of the 2021
Bonus Awards.
Performance Criteria
The annual performance bonus for each of the two participants listed above is
based on performance measures and targets set at the beginning of each
financial year. Performance is normally assessed over one financial
year. For the bonus paid in respect of 2021, 50 per cent will be paid in
cash and 50 per cent, the 2021 Bonus Awards, has been deferred into Ordinary
Shares of 7(5)/(9) pence each, as detailed above. One-half of the deferred
shares from the 2021 Bonus Awards will vest after one year and the remaining
deferred shares from the 2021 Bonus Awards will vest after two years. Ordinary
Shares subject to deferral as part of the 2021 Bonus Awards will include the
right to receive dividend equivalents as shares.
No consideration was paid for the grant of the 2021 Bonus Awards which are
structured as conditional awards, and which shall ordinarily vest for the two
participants listed above, subject to confirmation by the Remuneration
Committee of the Company.
All of the 2021 Bonus Awards set out above will be satisfied by market
purchase of shares. The relevant FCA notifications are set out below.
Vesting of Awards, Exercise of Options and Subsequent Sale of Shares
Computacenter Performance Share Plan 2005
The Company announces that on 21 March 2022, in accordance with the rules of
the PSP, the nil-cost option awards over Ordinary Shares, which were granted
on 21 March 2019, vested for the following Directors. Vesting of the PSP
Awards was subject to the achievement of performance conditions over a three
year period.
DIRECTOR Number of options awarded % Award Number of options vested Number of options lapsed Number of options exercised Number of options held
vested(2)
Mr F A Conophy (Director) 51,384 100.00% -
51,384 - 51,384
Mr M J Norris (Director) 90,604 100.00% 90,604 -
- 90,604
(2) On 21 March 2022, the Directors listed above became entitled to Ordinary
Shares as a result of awards vesting under the PSP. Awards granted under
the PSP Plan vest subject to the satisfaction of performance conditions at the
end of a three year period. The level of vesting for PSP Awards granted in
2019 was 100% for the PSP Enhanced Plan. The PSP Awards vested are subject to
a two year holding period before they are released to the Directors.
Computacenter 2017 Deferred Bonus Plan
The Company announces that on 21 March 2022, the following conditional awards
over Ordinary Shares vested for the Directors below. This followed, in
accordance with the rules of the Computacenter 2017 Deferred Bonus Plan, the
Company vesting tranches of the related conditional 2019 Bonus Awards and 2020
Bonus Awards, which were granted on 21 March 2020 and 21 March 2021
respectively, over Ordinary Shares. Vesting of these tranches of the 2019
Bonus Awards was subject to the completion of a two-year holding period.
Vesting of these tranches of the 2020 Bonus Awards was subject to the
completion of a one-year holding period. The remainder of the 2020 Bonus
Awards will vest at the completion of a second year of holding. Further,
certain of the Ordinary Shares, resulting from the vesting of the award, were
sold for 2928.23 pence each.
DIRECTOR Number of shares vested(3) Number of shares sold Number of shares retained
Mr F A Conophy (Director) 12,496 12,496 -
Mr M J Norris (Director) 24,358 24,358 -
(3) On 21 March 2022, the Directors listed above became entitled to ordinary
shares of 7(5)/(9) pence each in the capital of the Company, as a result of
Awards vesting under the DBP. Awards granted under the DBP Plan vest in two
tranches with one-half of the deferred shares from the Bonus Awards vesting
after one year and the remaining deferred shares from the Bonus Awards vesting
after two years. The shares vesting above relate to the second tranche of the
2019 Bonus Award made on 21 March 2020 and the first tranche of the 2020 Bonus
Award made on 21 March 2021. The shares were released to the Directors on 21
March 2022 when the transactions noted above took place. The vesting amount
included 294 and 573 shares, for Mr Conophy and Mr Norris respectively,
awarded as dividend equivalent shares for the deferral period on the 2019 and
2020 Bonus Awards
The relevant FCA notifications are set out below.
Position following Grant of Awards, Vesting of Awards and Options, Exercise of
Options and Sale of Ordinary Shares
Following the completion of the transactions set out in this announcement:
DIRECTOR Number of Ordinary Shares held(4) Vested but held nil-cost options Vested, unheld but unexercised nil-cost options Balance of conditional awards under the PSP Balance of conditional awards under the Bonus Award
Mr F A Conophy (Director) 1,873,556 65,260 114,517 11,520
86,601
Mr M J Norris (Director) 1,134,214 - 202,023 21,924
152,751
(4) Includes interests held by a PCA
PDMR/PCA FCA Transaction Notification
1. Details of Director/Person Discharging Managerial Responsibilities
Name Francis Anthony Conophy
2. Reason for the notification
2(a) Position/Status Group Finance Director
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 'PSP Award'). There is no price payable on
the grant, vesting or exercise of the PSP Award. Vesting of the PSP Award is
subject to the achievement of performance conditions over a three-year period.
Any options vested under the PSP Award are subject to a two-year holding
period before they can be exercised.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
nil 22,315
4(d) Aggregated Information
Aggregated Volume and Price nil 22,315
4(e) Date of the transaction 21-03-2022
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 conditional award over Ordinary Shares under the Computacenter 2017
Deferred Bonus Plan (the '2021 Bonus Award'). There is no price payable on the
grant or vesting of the 2021 Bonus Award.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
nil 7,587
4(d) Aggregated Information
7,587
Aggregated Volume and Price nil
4(e) Date of the transaction 21-03-2022
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 Ordinary Shares acquired following the vesting of a conditional award, made on
21 March 2020, under the Computacenter 2017 Deferred Bonus Plan (the '2019
Bonus Award'). There is no price payable on the grant or exercise of the 2019
Bonus Award. Vesting of this tranche of the 2019 Bonus Award was subject to
the completion of a two year holding period.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
nil 8,269
4(d) Aggregated Information
Aggregated Volume and Price nil 8,269
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction Outside of a trading venue. The Ordinary Shares for the above-mentioned
exercise were satisfied out of those held by the 2011 Computacenter Employee
Benefit Trust.
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 Ordinary Shares acquired following the vesting of a conditional award, made on
21 March 2021, under the Computacenter 2017 Deferred Bonus Plan (the '2020
Bonus Award'). There is no price payable on the grant or exercise of the 2020
Bonus Award. Vesting of this tranche of the 2020 Bonus Award was subject to
the completion of a one year holding period. The remainder of the 2020 Bonus
Award will vest at the completion of a second year of holding.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
Nil 3,933
4(d) Aggregated Information
Aggregated Volume and Price nil 3,933
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction Outside of a trading venue. The Ordinary Shares for the above-mentioned
exercise were satisfied out of those held by the 2011 Computacenter Employee
Benefit Trust.
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 Ordinary Shares acquired as dividend equivalents related to the grant and
vesting of conditional awards, made on 21 March 2020 and 21 March 2021,
under the Computacenter 2017 Deferred Bonus Plan (the 'Bonus Award Dividend
Equivalents'). There is no price payable on the acquisition of the Bonus Award
Dividend Equivalents.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
nil 294
4(d) Aggregated Information
Aggregated Volume and Price nil 294
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction Outside of a trading venue. The Ordinary Shares for the above-mentioned
exercise were satisfied out of those held by the 2011 Computacenter Employee
Benefit Trust.
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 Sale of Ordinary Shares. Sold all 12,496 Shares from the conditional awards
vested, and dividend equivalent shares acquired, under the Computacenter 2017
Deferred Bonus Plan.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
29.2823 12,496
4(d) Aggregated Information
Aggregated Volume and Price 29.2823 12,496
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction XLON
1. Details of Director/Person Discharging Managerial Responsibilities
Name Michael John Norris
2. Reason for the notification
2(a) Position/Status Chief Executive 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 'PSP Award'). There is no price payable on
the grant, vesting or exercise of the PSP Award. Vesting of the PSP Award is
subject to the achievement of performance conditions over a three-year period.
Any options vested under the PSP Award are subject to a two-year holding
period before they can be exercised.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
Nil 39,368
4(d) Aggregated Information
Aggregated Volume and Price nil 39,368
4(e) Date of the transaction 21-03-2022
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 conditional award over Ordinary Shares under the Computacenter 2017
Deferred Bonus Plan (the '2021 Bonus Award'). There is no price payable on the
grant or vesting of the 2021 Bonus Award.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
nil 14,172
4(d) Aggregated Information
14,172
Aggregated Volume and Price nil
4(e) Date of the transaction 21-03-2022
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 Ordinary Shares acquired following the vesting of a conditional award, made on
21 March 2020, under the Computacenter 2017 Deferred Bonus Plan (the '2019
Bonus Award'). There is no price payable on the grant or exercise of the 2019
Bonus Award. Vesting of this tranche of the 2019 Bonus Award was subject to
the completion of a two year holding period.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
Nil 16,034
4(d) Aggregated Information
Aggregated Volume and Price nil 16,034
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction Outside of a trading venue. The Ordinary Shares for the above-mentioned
exercise were satisfied out of those held by the 2011 Computacenter Employee
Benefit Trust.
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 Ordinary Shares acquired following the vesting of a conditional award, made on
21 March 2021, under the Computacenter 2017 Deferred Bonus Plan (the '2020
Bonus Award'). There is no price payable on the grant or exercise of the 2020
Bonus Award. Vesting of this tranche of the 2020 Bonus Award was subject to
the completion of a one year holding period. The remainder of the 2020 Bonus
Award will vest at the completion of a second year of holding.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
Nil 7,751
4(d) Aggregated Information
Aggregated Volume and Price nil 7,751
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction Outside of a trading venue. The Ordinary Shares for the above-mentioned
exercise were satisfied out of those held by the 2011 Computacenter Employee
Benefit Trust.
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 Ordinary Shares acquired as dividend equivalents related to the grant and
vesting of conditional awards, made on 21 March 2020 and 21 March 2021, under
the Computacenter 2017 Deferred Bonus Plan (the 'Bonus Award Dividend
Equivalents'). There is no price payable on the acquisition of the Bonus Award
Dividend Equivalents.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
nil 573
4(d) Aggregated Information
Aggregated Volume and Price nil 573
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction Outside of a trading venue. The Ordinary Shares for the above-mentioned
exercise were satisfied out of those held by the 2011 Computacenter Employee
Benefit Trust.
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 Sale of Ordinary Shares. Sold all 24,358 Shares from the conditional awards
vested, and dividend equivalent shares acquired, under the Computacenter 2017
Deferred Bonus Plan.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
29.2823 24,358
4(d) Aggregated Information
Aggregated Volume and Price 29.2823 24,358
4(e) Date of the transaction 21-03-2022
4(f) Place of the transaction XLON
1. Details of Person Discharging Managerial Responsibilities
Name Simon John Pereira
2. Reason for the notification
2(a) Position/Status Group Company Secretary
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 'PSP Award'). There is no price payable on
the grant, vesting or exercise of the PSP Award. Vesting of the PSP Award is
subject to the achievement of a performance condition over a three year
period.
4(c) Price(s) and Volume(s) Price(s) (in GBP) Volume(s)
Nil 1,443
4(d) Aggregated Information
Aggregated Volume and Price Nil 1,443
4(e) Date of the transaction 21-03-2022
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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