REG-FirstGroup PLC: Director/PDMR Shareholding <Origin Href="QuoteRef">FGP.L</Origin>

FirstgroupAnnouncement

17/12/2015 18:00

FIRSTGROUP PLC

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY

Grant of awards under the FirstGroup plc Long Term Incentive Plan

FirstGroup plc (the Company) announces that the following Directors and other
persons discharging managerial responsibilities (PDMRs) were granted an award,
for no consideration, on 17 December 2015 over ordinary shares of £0.05 each in
the capital of the Company (Shares) under the FirstGroup Long Term Incentive
Plan 2008 (Award). This notification is being made in accordance with DTR 3.1.4
as follows:

Name                      Position         Number of Shares subject to Award
                                                                            
Tim O'Toole               Director/PDMR    972,728                          
                                                                            
Constance Baroudel        PDMR             45,053                           
                                                                            
Rachael Borthwick         PDMR             52,722                           
                                                                            
Nick Chevis               PDMR             61,454                           
                                                                            
Giles Fearnley            PDMR             92,002                           
                                                                            
Dave Leach                PDMR             92,509                           
                                                                            
Dave Lynch                PDMR             47,929                           
                                                                            
Jayne Maclennan           PDMR             29,252                           
                                                                            
Dennis Maple              PDMR             97,066                           
                                                                            
Steve Montgomery          PDMR             158,167                          
                                                                            
Louise Ruppel             PDMR             43,878                           
                                                                            
Brad Thomas               PDMR             84,848                           
                                                                            
Robert Welch              PDMR             36,568                           

No consideration was paid for the grant of the Awards. The Awards will normally
vest following the end of the three year performance period commencing on 1
April 2015, subject to the satisfaction of performance conditions relating to
the growth in the Company's return on capital employed (ROCE) and relative
total shareholder return (TSR) compared to a group of comparator companies, and
provided the Director/PDMR remains a director or is employed within FirstGroup.
The Committee has discretion to vary the proportion of Awards vesting if it
considers the outcome would otherwise not be a fair and complete reflection of
the underlying performance of the Group over the performance period.

Awards granted to US participants are structured as conditional awards under
which, following vesting, the Shares are transferred to the participants for
nil payment. Awards granted to UK participants are structured as nil-cost
options, which may be exercised for up to 12 months following vesting.

Replacement awards for Matthew Gregory

As set out in the announcement made by the Company on 28 August 2015 in
relation to Matthew Gregory's appointment as a Director and Chief Financial
Officer with effect from 1 December 2015, Mr Gregory held a number of share
incentive awards under certain plans operated by Essentra plc. As part of the
recruitment remuneration arrangements agreed with Mr Gregory, certain
replacement awards under the Company's share plans are to be granted to him.

In order to enhance alignment with the interests of FirstGroup's shareholders,
the Remuneration Committee decided to use FirstGroup shares, rather than cash,
as the medium for the majority of the compensation.  In addition, the
Remuneration Committee agreed that replacement awards would not exceed what was
considered by the Remuneration Committee to be a fair estimate of the
remuneration forfeited by Mr Gregory on leaving Essentra plc and would take
into account the nature and time horizons attaching to that remuneration
including the impact of any performance conditions.  Mr Gregory's award under
the FirstGroup Long Term Incentive Plan 2008 replaces his Essentra Long Term
Incentive Plan awards for both 2014 and 2015 plus other losses forfeited as a
result of his resignation from Essentra plc.  The replacement award granted
will have a longer performance period and is also subject to an additional
two-year holding period than those awards being replaced.  This approach brings
the replacement award more immediately into line with FirstGroup's normal
operation of its long term incentive arrangements, creating further alignment
with the interests of FirstGroup's shareholders.

The remaining awards under the FirstGroup Executive Annual Bonus Plan replace
the awards made to Mr Gregory under the Essentra Deferred Annual Share Bonus
Plan, which were forfeited as a result of his resignation from Essentra plc.

The following nil cost options over Shares were granted to Mr Gregory, for no
consideration, on 17 December 2015:

Plan under which nil   Awards being      Number of       Vesting date      
cost options granted   replaced          shares over                       
                                         which nil cost                    
                                         options granted                   
                                                                           
FirstGroup Executive   Essentra Deferred 134,295         1 April 2016      
Annual Bonus Plan      Annual Share                                        
                       Bonus 2013 award                                    
                                                                           
FirstGroup Executive   Essentra Deferred 89,530          1 April 2017      
Annual Bonus Plan      Annual Share                                        
                       Bonus 2014 award                                    
                                                                           
FirstGroup Long Term   Essentra Long     1,222,200       The date on which 
Incentive Plan 2008    Term Incentive                    the Remuneration  
                       Plan 2015 award                   Committee         
                       plus other losses                 determines the    
                       as a result of                    extent to which   
                       resignation                       the applicable    
                                                         performance       
                                                         conditions are    
                                                         satisfied         
                                                         following the     
                                                         three year        
                                                         performance period
                                                         ending on 31 March
                                                         2018.  Shares (net
                                                         of tax) arising   
                                                         from the award    
                                                         will be subject to
                                                         a further two year
                                                         holding period.   

The rules of the FirstGroup Executive Annual Bonus Plan and the FirstGroup Long
Term Incentive Plan 2008 (as applicable) apply to the nil cost options set out
above.  The awards granted to Matthew Gregory under the FirstGroup Long Term
Incentive Plan 2008 were made on the same terms and conditions, including as to
performance conditions and performance period, as those granted to other PDMRs
as set out above.

Income tax and employee's national insurance contributions are payable by
Matthew Gregory upon exercise of the nil cost options. Shares, net of tax,
received by Matthew Gregory under the above nil cost options must be retained
by him until the requirements of the Company's shareholding guidelines as set
out in the Directors' Remuneration Report from time to time are met.

In addition, Matthew Gregory will receive a bonus for the year ending 31 March
2016 under the FirstGroup Executive Annual Bonus Plan in lieu of the amount
foregone under the Essentra annual bonus plan (which is based on performance
during 2015) as well as a pro rata bonus under the FirstGroup Executive Annual
Bonus Plan to reflect his period of service with FirstGroup commencing on 1
December 2015.  Any such bonus will be paid on or around June 2016 as 50 per
cent. in cash and 50 per cent. in FirstGroup shares deferred for three years.

Compensation for Matthew Gregory's 2015 Essentra annual bonus and for the 2013
Essentra Long Term Incentive Plan award due to vest in March 2016 will be
calculated once performance under those plans is known.

Details and rationale for the entire buyout arrangements will be disclosed in
the Company's 2016 Directors' Remuneration Report.

Name of contact and telephone number for queries: Robert Welch +44 (0)20 7725
5435.

Further information, FirstGroup plc:

Faisal Tabbah, Head of Investor Relations

Tel: +44 7590 412262 / 020 7725 3357

Stuart Butchers, Group Head of Media

Tel: +44 7713 317979 / 020 7291 0507



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