REG - Kainos Group plc - Executive Director PSP Award/PDMR shareholdings

KainosAnnouncement

22/12/2023 09:30

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RNS Number : 7791X  Kainos Group plc  22 December 2023

22 December 2023

Kainos Group plc

("Kainos" or the "Company")

 

Executive Director PSP Award/PDMR shareholdings

The Company announces that on 20 December 2023, 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
was awarded to Richard McCann, CFO.  The PSP Award vests, other than in
exceptional circumstances, over a three-year period from 20 December 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.

 

In addition, the Company has been notified that on 20 December 2023, Mr McCann
exercised share options granted in 2020 under the Company's Sharesave Plan. Mr
McCann retained the ordinary shares on exercise.

 

Following this notification, Mr McCann and his Person Closely Association
(PCA) have a reportable shareholding of 4,630 932, constituting 3.69% of the
issued share capital of the Company.

 

 

 

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                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Award 2023
 c.                    Price(s) and volume(s)

Exercise Price(s)  Volume(s)
                                                                 £0.005             9,407
 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   20-12-23
 f.                    Place of the transaction                  Outside a trading venue

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

20-12-23

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                        Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 Exercise of share options granted in 2020 under the Company's Sharesave Plan,
                                                                 a UK HMRC approved all-employee SAYE plan, an retention of shares.
 c.                    Price(s) and volume(s)

Exercise Price(s)  Volume(s)(1)
                                                                 £6.20              580

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   20-12-23
 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

20-12-23

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
(https://eur01.safelinks.protection.outlook.com/?url=http://www.kainos.com/&data=05%7c01%7cP.Connaghan%40kainos.com%7c397a9c8068d0467a1c3208dab5cd09b9%7c7ed9bdc7964d4dc09084812b90e05c6d%7c0%7c0%7c638022189482880974%7cUnknown%7cTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7c3000%7c%7c%7c&sdata=hG99AM6HQMzyY54HVzeEQ6GZh3RMcAz4K5o6kf0xyyo%3D&reserved=0)
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