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RNS Number : 8556T Kainos Group plc 17 November 2023
17 November 2023
Kainos Group plc
("Kainos" or the "Company")
Employee SIP Awards
&
Executive Director PSP Award/PDMR shareholdings
The Company announces that on 17 November 2023, share awards (the "Awards")
approved by the Board of Directors of the Company under the Company's HM
Revenue and Customs approved Share Incentive Plan scheme (the "SIP Awards"),
in the form of free ordinary shares, contingent on length of service of 0.5
pence each in the Company ("Ordinary Shares") were provided to all eligible
U.K. based employees of the Company, including the executive directors of the
Company, or its subsidiaries.
In addition, a share award approved by the Board of Directors of the Company
under the Kainos Group Performance Share Plan ("PSP Award"), in the form of
nominal value options over Ordinary Shares were awarded to Russell Sloan, on
his appointment as CEO. The PSP Award vests, other than in exceptional
circumstances, over a three-year period from 17 November 2023. The performance
conditions associated with the PSP Award 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 2023. 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 ("Index") measured over the period of three
years commencing 1 April 2023. This portion of the PSP Award will:
· not vest at all if TSR performance over the measurement
period is below the mean average Index ("Initial Vesting Threshold");
· vest in respect of 30% if the TSR performance is equal to the
mean average Index price;
· 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 2026 35% of Senior
Management Roles are held by women;
· 10% of the award will vest if by 31 March 2026 the latest available
Employee Engagement score equates to 7 or better as measured though our
employee engagement tool, Peakon, or such equivalent engagement measure as the
Committee considers appropriate;
· 5% of the award will vest if by 31 March 2026, there is a reduction
in the carbon intensity of Scope 3 greenhouse gas emissions of 45%;
· 5% of the award will vest if by 31 March 2026, the latest available
customer engagement score shows positive customer satisfaction with 90% of
customers scoring the Company as "Very Good" or better, being a rating of 7 or
more as measured through NPS or such equivalent measure as the Committee
considers appropriate.
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 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 Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction SIP Share Awards 2023
c. Price(s) and volume(s)
Exercise Price(s) Volume(s)
£10.34 200
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 17-11-23
f. Place of the transaction Outside a trading venue
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
17-11-23
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 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 2023
c. Price(s) and volume(s)
Exercise Price(s) Volume(s)(1)
£0.005 15,914
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 17-11-23
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
17-11-23
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 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 Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction SIP Share Awards 2023
c. Price(s) and volume(s)
Exercise Price(s) Volume(s)
£10.34 200
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 23-06-23
f. Place of the transaction Outside a trading venue
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
23-06-23
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
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 Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction SIP Share Awards 2023
c. Price(s) and volume(s)
Exercise Price(s) Volume(s)
£10.34 200
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 17-11-23
f. Place of the transaction Outside a trading venue
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
17-11-23
f.
Place of the transaction
Outside a trading venue
Ends
For further information, please contact:
Kainos
via FTI Consulting LLP
Russell Sloan, Chief Executive Officer
Richard McCann, Chief Financial Officer
Investec Bank
plc
+44 20 7597 5970
Patrick Robb / Ben Griffiths
FTI Consulting
LLP
+44 20 3727 1000
Matt Dixon / Dwight Burden / Kwaku Aning
About Kainos
Kainos Group plc is a UK-headquartered IT provider with expertise across three
divisions - Digital Services, Workday Services, and Workday Products.
Our Digital Services division develops and supports custom digital service
platforms for public sector, commercial, and healthcare customers. Our
solutions transform the delivery of these services, ensuring they are secure,
accessible, and cost-effective, and provide better outcomes for users.
Our Workday Services division specialises in the deployment of Workday Inc.'s
Finance, HR and Planning products to leading organisations across Europe and
North America. We are one of Workday's most respected partners, experienced in
complex deployment and trusted by our customers to launch, test, expand, and
support their Workday systems.
Our Workday Products division develops products that complement Workday. Our
Smart product suite, including Smart Test (for automated testing), Smart
Audit (for compliance monitoring), and Smart Shield (for data masking), are
used by more than 400 customers globally to safeguard their Workday
systems.
Our people are central to our success. We employ more than 3,000 people in 23
countries across Europe and the Americas.
We are listed on the London Stock Exchange (LSE: KNOS) and you can discover
more about us at www.kainos.com
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