REG - Costain Group PLC - DIRECTOR/PDMR/PCA DEALING
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RNS Number : 3964O Costain Group PLC 25 June 2025
Costain Group PLC (the Company)
25 June 2025
DIRECTOR/PDMR/PCA DEALING
The Company announces that, following the exercise of share awards granted
under the Company's 2014 Share Deferral Plan (SDP) and the Company's 2014 Long
Term Incentive Plan (LTIP), Alex Vaughan, Chief Executive Officer, and Helen
Willis, Chief Financial Officer, have exercised 751,810 and 458,662 options
respectively on 20 June 2025 and sold 751,810 and 337,117 shares respectively
at an average price of 143 pence per share on 20 and 24 June 2025. 353,352
and 215,572 shares respectively were sold to cover Tax and National Insurance
(NI) (see b) below).
(a) Total Beneficial Holding of Shares
Following these transactions Alex and Helen have beneficial interests in the
shares of the Company as follows:
Name of Director Total beneficial holding of Shares held prior to the transactions detailed in Total beneficial holding of Shares held following the transactions detailed in Number of "qualifying" awards* Value of total beneficial shareholding including qualifying awards* based on a Value of total beneficial shareholding including qualifying awards* expressed
section (b) below section (b) below share price of 144 pence per Share as a percentage of salary **
895,095 (LTIP)
Alex Vaughan 570,737 570,737 246,420 (SDP) £2,465,643 460%
Helen Willis 132,248 253,793 728,048 (LTIP) £1,708,540 385%
204,645 (SDP)
* Unexercised LTIPs post-performance period and unvested SDP options held,
after projected income tax and NI liability
** The Director's Remuneration Report within the 2024 Annual Report and
Accounts details the Company's share ownership guidelines is two times salary
(200%).
(b) Exercise of LTIP and SDP awards and subsequent share
disposals
Awards were granted under the Costain Group PLC 2014 LTIP to certain employees
of the Company in 2020 including to Alex Vaughan on 7 October 2020 and to
Helen Willis on 30 November 2020. The awards were granted in the form of
options with a nil cost exercise price over a fixed number of Shares (the
Awards). The Awards vested on 6 April 2025 and became exercisable until the
tenth anniversary of the date of grant.
On 6 April 2023, awards were also granted under the Costain Group PLC 2014 SDP
to certain Directors and employees of the Company. The awards were granted in
the form of options with a nil cost exercise price over a fixed number of
Shares (the Awards). The Awards vested on 6 April 2025 and became exercisable
until the tenth anniversary of the date of grant.
On 24 June 2025, JTC Share Plan Trustees (Guernsey) Limited, as Trustee of the
Costain Group Employee Benefit Trust, advised the Company that on 20 June
2025, Alex Vaughan and Helen Willis exercised their Awards to acquire the
number of Shares and sold sufficient shares to satisfy their income tax and NI
liability arising on exercise. Alex then sold his remaining balance of shares
and Helen sold a number of her shares and transferred the remaining balance to
her spouse, all as detailed in the table below.
Name of Total number of Shares acquired on exercise of Awards)* Exercise Price Number of Shares sold to satisfy Tax and NI liabilities, at a price of 142 Number of shares sold at a price of 144 pence per share Number of Shares retained (by transfer to spouse)
pence per share
Director
Alex Vaughan 455,924 (LTIP) Nil 214,285 241,639 Nil
Nil
295,886 (SDP) 139,067 156,819 Nil
Helen Wills 212,940 (LTIP) Nil 100,082 56,429 56,429
245,722 (SDP) Nil 115,490 65,116 65,116
* including dividend shares accrued at vesting
Enquiries:
Investors and analysts Matt.Jones@costain.com
Matt Jones, Costain +44 (0) 7860 922 341
Financial media - Headland costain@headlandconsultancy.com
Andy Rivett-Carnac +44 (0) 7968 997365
Charlie Twigg +44 (0) 7946 494568
The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.
Notification of Dealing Form
1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name ALEXANDER JOHN VAUGHAN
2. Reason for the notification
a) Position /status CHIEF EXECUTIVE OFFICER/ PDMR
b) Initial notification / amendment INITIAL NOTIFICATION
3. Details of the Issuer
a) Name COSTAIN GROUP PLC
b) LEI code 213800PKIJBZ2EDTKC88
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 1 PENCE EACH
ISIN: GB00B64NSP76
b) Nature of the transaction (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM
INCENTIVE PLAN (2020 LTIP GRANT)
(2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
(3) SALE OF SHARES
c) Price(s) and volume(s) Price(s) Volume(s)
(1) Nil Cost 455,924
(2) £1.42 214,285
(3) £1.44 241,639
d) Aggregated information
- Aggregated volume (1) Total number of Shares vested - 455,924
- Price (2) Total number of Shares sold to cover Tax and NI - 214,285
Total price - £304,284.70
(3) Total number of Shares sold - 241,639
Total price - £347,960.16
e) Date of the transaction
24 JUNE 2025
f) Place of the transaction
(1) and (2) OUTSIDE A TRADING VENUE
(3) XLON
d)
Aggregated information
- Aggregated volume
- Price
(1) Total number of Shares vested - 455,924
(2) Total number of Shares sold to cover Tax and NI - 214,285
Total price - £304,284.70
(3) Total number of Shares sold - 241,639
Total price - £347,960.16
e)
Date of the transaction
24 JUNE 2025
f)
Place of the transaction
(1) and (2) OUTSIDE A TRADING VENUE
(3) XLON
The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.
Notification of Dealing Form
1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name HELEN MARGARET WILLIS
2. Reason for the notification
a) Position /status CHIEF FINANCIAL OFFICER/ PDMR
b) Initial notification / amendment INITIAL NOTIFICATION
3. Details of the Issuer
a) Name COSTAIN GROUP PLC
b) LEI code 213800PKIJBZ2EDTKC88
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 1 PENCE EACH
ISIN: GB00B64NSP76
b) Nature of the transaction (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM
INCENTIVE PLAN (2020 LTIP GRANT)
(2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
(3) SALE OF SHARES
(4) TRANSFER OF SHARES TO SPOUSE
c) Price(s) and volume(s) Price(s) Volume(s)
(1) Nil Cost 212,940
(2) £1.42 100,082
(3) £1.44 56,429
(4) Nil Cost 56,429
d) Aggregated information
- Aggregated volume (1) Total number of Shares vested - 212,940
- Price (2) Total number of Shares sold to cover Tax and NI - 100,082
Total price - £142,116.44
(3) Total number of Shares sold - 56,429
Total price - £81,257.76
(4) Total number of shares transferred to spouse - 56,429
Total price - Nil
e) Date of the transaction
24 JUNE 2025
f) Place of the transaction
(1), (2) and (4) OUTSIDE A TRADING VENUE
(3) XLON
d)
Aggregated information
- Aggregated volume
- Price
(1) Total number of Shares vested - 212,940
(2) Total number of Shares sold to cover Tax and NI - 100,082
Total price - £142,116.44
(3) Total number of Shares sold - 56,429
Total price - £81,257.76
(4) Total number of shares transferred to spouse - 56,429
Total price - Nil
e)
Date of the transaction
24 JUNE 2025
f)
Place of the transaction
(1), (2) and (4) OUTSIDE A TRADING VENUE
(3) XLON
The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.
Notification of Dealing Form
1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name ALEXANDER JOHN VAUGHAN
2. Reason for the notification
a) Position /status CHIEF EXECUTIVE OFFICER/ PDMR
b) Initial notification / amendment INITIAL NOTIFICATION
3. Details of the Issuer
a) Name COSTAIN GROUP PLC
b) LEI code 213800PKIJBZ2EDTKC88
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 1 PENCE EACH
ISIN: GB00B64NSP76
b) Nature of the transaction (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL PLAN
(2023 SDP GRANT)
(2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
(3) SALE OF SHARES
c) Price(s) and volume(s) Price(s) Volume(s)
(1) Nil Cost 295,886
(2) £1.42 139,067
(3) £1.44 156,819
d) Aggregated information
- Aggregated volume (1) Total number of Shares vested - 295,886
- Price (2) Total number of Shares sold to cover Tax and NI - 139,067
Total price - £197,475.14
(3) Total number of Shares sold - 156,819
Total price - £225,819.36
e) Date of the transaction
24 JUNE 2025
f) Place of the transaction
(1) and (2) OUTSIDE A TRADING VENUE
(3) XLON
d)
Aggregated information
- Aggregated volume
- Price
(1) Total number of Shares vested - 295,886
(2) Total number of Shares sold to cover Tax and NI - 139,067
Total price - £197,475.14
(3) Total number of Shares sold - 156,819
Total price - £225,819.36
e)
Date of the transaction
24 JUNE 2025
f)
Place of the transaction
(1) and (2) OUTSIDE A TRADING VENUE
(3) XLON
The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.
Notification of Dealing Form
1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name HELEN MARGARET WILLIS
2. Reason for the notification
a) Position /status CHIEF FINANCIAL OFFICER/ PDMR
b) Initial notification / amendment INITIAL NOTIFICATION
3. Details of the Issuer
a) Name COSTAIN GROUP PLC
b) LEI code 213800PKIJBZ2EDTKC88
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 1 PENCE EACH
ISIN: GB00B64NSP76
b) Nature of the transaction 1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL
PLAN (2023 SDP GRANT)
2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
3) SALE OF SHARES
4) TRANSFER OF SHARES TO SPOUSE
c) Price(s) and volume(s) Price(s) Volume(s)
(1) Nil Cost 245,722
(2) £1.42 115,490
(3) £1.44 65,116
(4) Nil Cost 65,116
d) Aggregated information
- Aggregated volume (1) Total number of Shares vested - 245,722
- Price (2) Total number of Shares sold to cover Tax and NI - 115,490
Total price - £163,995.80
(3) Total number of Shares sold - 65,116
Total price - £93,767.04
(4) Total number of shares transferred - 65,116
Total price - Nil
e) Date of the transaction
24 JUNE 2025
f) Place of the transaction
(1), (2) and (4) OUTSIDE A TRADING VENUE
(3) XLON
d)
Aggregated information
- Aggregated volume
- Price
(1) Total number of Shares vested - 245,722
(2) Total number of Shares sold to cover Tax and NI - 115,490
Total price - £163,995.80
(3) Total number of Shares sold - 65,116
Total price - £93,767.04
(4) Total number of shares transferred - 65,116
Total price - Nil
e)
Date of the transaction
24 JUNE 2025
f)
Place of the transaction
(1), (2) and (4) OUTSIDE A TRADING VENUE
(3) XLON
The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.
Notification of Dealing Form
1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person
closely associated with them ("PCA")
a) Name HELEN MARGARET WILLIS/ COLIN JOHN KEANE
2. Reason for the notification
a) Position /status PCA to CHIEF FINANCIAL OFFICER/ PDMR
b) Initial notification / amendment INITIAL NOTIFICATION
3. Details of the Issuer
a) Name COSTAIN GROUP PLC
b) LEI code 213800PKIJBZ2EDTKC88
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 1 PENCE EACH
ISIN: GB00B64NSP76
b) Nature of the transaction TRANSFER OF SHARES FROM SPOUSE FOLLOWING EXERCISE OF VESTED LTIP AND SDP
SHARES
c) Price(s) and volume(s) Price(s) Volume(s)
Nil Cost 121,545
d) Aggregated information
- Aggregated volume Total number of shares from spouse - 121,545
- Price Total price - Nil
e) Date of the transaction
24 JUNE 2025
f) Place of the transaction
OUTSIDE A TRADING VENUE
d)
Aggregated information
- Aggregated volume
- Price
Total number of shares from spouse - 121,545
Total price - Nil
e)
Date of the transaction
24 JUNE 2025
f)
Place of the transaction
OUTSIDE A TRADING VENUE
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