REG - Kainos Group plc - Director/PDMR Shareholding
29/06/2022 10:15
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RNS Number : 6225Q Kainos Group plc 29 June 2022
29 June 2022
Kainos Group plc
("Kainos" or the "Company")
Director / PDMR shareholdings
The Company announces that on 28 June 2022, share awards (the "Awards")
approved by the Board of Directors of the Company under the Kainos Group
Performance Share Plan (the "PSP Awards"), in the form of nominal value
options over Ordinary Shares were awarded to executive directors and executive
managers of the Company. The PSP Awards vest, other than in exceptional
circumstances, over a three year period from 28 June 2022. The performance
conditions associated with the PSP Awards are as follows:
(a) 25% of each PSP Award is subject to a performance condition based
on the Company's Earnings Per Share ("EPS") Growth measured over the three
financial years commencing 1 April 2022. This portion of the PSP Award will:
· not vest at all if EPS Growth over the measurement period is
less than 5%;
· vest in respect of 30% if EPS Growth over the measurement
period is 5%;
· vest in full if EPS Growth over the measurement period is 13%
or higher;
· vest proportionately, calculated on a straight-line basis if
EPS Growth over the measurement period is higher than 5% but less than 13%.
(b) 45% of each PSP Award is subject to a performance condition based
on the Company's Total Shareholder Return ("TSR") performance compared with
the FTSE techMARK All-Share index measured over the period of three years
commencing 1 April 2022. This portion of the PSP Award will:
· not vest at all if TSR performance over the measurement
period is below the mean average Index price for the FTSE techMARK All-Share
index ("Initial Vesting Threshold");
· vest in full if TSR performance over the measurement period
is above the mean average price growth for the FTSE techMARK All-Share index
plus four percentage points ("Upper Vesting Threshold");
· vest proportionately, calculated on a straight-line basis if
TSR performance over the measurement period is greater than the Initial
Vesting Threshold but less than the Upper Vesting Threshold.
(c) 30% of each PSP Award is subject to a collection of performance
conditions associated with Kainos being a Responsible Company. This portion of
the PSP Award will vest as follows:
· 10% of the award will vest if by 31 March 2025 32% of Senior
Management Roles are held by women;
· 10% of the award will vest if by 31 March 2025 the latest available
Employee Engagement score equates to "satisfied" or better, as measured
through an employee engagement measure as the Committee considers appropriate;
· 5% of the award will vest if by 31 March 2025, if the Kainos Scope 1
and 2 CO2 emissions show an absolute reduction of 70% and Scope 3 CO2
emissions intensity reduction of 45%.
· 5% of the award will vest if by 31 March 2025, the latest available
customer engagement score shows positive customer satisfaction with 95% of
customers scoring the Company as "Good" or better.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
(A19 Market Abuse Regulation)
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Brendan Mooney
2. Reason for the notification
a. Position/status CEO
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2022
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 6,753
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 28-06-22
f. Place of the transaction Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Richard McCann
2. Reason for the notification
a. Position/status CFO/COO
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2022
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 7,493
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 28-06-22
f. Place of the transaction Outside a trading venue
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
28-06-22
f.
Place of the transaction
Outside a trading venue
1.
Details of the person discharging managerial responsibilities / person closely
associated
a.
Name
Richard McCann
2.
Reason for the notification
a.
Position/status
CFO/COO
b.
Initial notification
/Amendment
Initial
3.
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a.
Name
Kainos Group plc
b.
LEI
213800H2PQMIF3OVZY47
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
Options over Ordinary Shares of £0.005 each
KNOS
b.
Nature of the transaction
PSP Share Awards 2022
c.
Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 7,493
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
28-06-22
f.
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Russell Sloan
2. Reason for the notification
a. Position/status Divisional Director, Digital Services
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2022
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 6,938
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 28-06-22
f. Place of the transaction Outside a trading venue
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
28-06-22
f.
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Malachy Smith
2. Reason for the notification
a. Position/status Divisional Director, Workday Implementation Services
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2022
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 6,938
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 28-06-22
f. Place of the transaction Outside a trading venue
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
28-06-22
f.
Place of the transaction
Outside a trading venue
Ends
For further information, please contact:
Kainos
via FTI Consulting LLP
Brendan Mooney, Chief Executive Officer
Richard McCann, Chief Financial Officer
Investec Bank
plc
+44 20 7597 5970
Patrick Robb / Ben Griffiths
Canaccord
Genuity
+44 20 7523 4606
Simon Bridges/ Andrew Potts
FTI Consulting
LLP
+44 20 3727 1000
Matt Dixon / Dwight Burden / Kwaku Aning
About Kainos
Kainos Group plc is a UK-headquartered IT provider, across two specialist
business areas, Digital Services and the Workday Practice.
The Group's Digital Services include full lifecycle development and support of
customised Digital Services for public sector, healthcare and commercial
customers. These transformative solutions encompass a range of services from
experience design to artificial intelligence and cloud to deliver truly
intelligent solutions that are secure, accessible and cost-effective.
The Group's Workday Practice is one of Workday's most respected partners. As a
full-service partner, we are experienced in complex deployment and
integrations, and the leader in Workday test automation.
We're trusted by our customers to launch, test, expand and safeguard their
Workday systems. Kainos has over 2,500 people across 17 offices in Europe and
North America, and South America.
Kainos is listed on the London Stock Exchange (LSE: KNOS). For further
information, please visit www.kainos.com
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