Director/PDMR Shareholding

Keller

20/03/2025 09:05

20 March 2025

Keller Group plc

Director/PDMR Shareholding

Keller Group plc (the "Company") announces that on 19 March 2025 it was notified of the following transactions in the Company's Ordinary shares of 10 pence each (“Shares”) undertaken by Executive Directors and other Persons Discharging Managerial Responsibilities ("PDMRs"):

Long Term Incentive Plan (“LTIP”) vesting

As a result of the vesting of Shares under the Company’s LTIP, on 17 March 2025 the following Executive Directors and PDMRs acquired Shares for nil consideration:

LTIP Deferred Bonus Awards granted on 15 March 2023 – in respect of the year ended 31 December 2022

Director / PDMR
Number of Shares awarded
Number of Shares released*
Number of Shares sold to cover tax liability
Net number of Shares acquired
David Burke
817
892
420
472
Michael Speakman
1,245
1,359
639
720

*Includes dividend equivalents added as Shares since the date of grant.

 

LTIP Performance Share Awards granted on 15 March 2022 – for the period 2022/24

Director / PDMR
Number of Shares awarded
Number of Shares released*
Number of Shares sold to cover tax liability
Net number of Shares acquired
David Burke
61,820
70,963
33,353
37,610
Kerry Porritt
22,760
26,126
12,280
13,846
Michael Speakman
112,990
129,700
60,959
68,741
Peter Wyton
29,747
34,146
-
34,146

*Includes dividend equivalents added as Shares since the date of grant.

The 2022 LTIP Performance Share Awards were measured over a three-year performance period which began on 1 January 2022 and ended on 31 December 2024, and were subject to four performance conditions (listed below). The performance conditions were partially met and the awards vested as follows:

 

Measures
Vesting schedule and outcome3
% of award that will vest
Outcome
Vesting %
0%
25%
100%
25% weight 
Cumulative EPS over three years1
Below 330p
330p
400p
454.5p
25
25% weight 
Keller’s TSR performance vs FTSE 250 index2 over three years
Below median
Median
Upper quartile
Upper quartile
25
25% weight 
Average ROCE over three years1,3
Below 12%
12%
18%
22.0%
25
25% weight 
Operating profit margin
Below 5.5%
5.5%
6.5%
7.1%
25
Total vesting
100

1  EPS and ROCE are before non-underlying items on an IFRS 16 basis.

2  Excluding investment trusts and financial services.

3  Average of the three-year ROCE for 2022–24.

 

 

LTIP Conditional Share Awards granted on 15 March 2022

 

PDMR
Number of Shares awarded
Number of Shares released*
Number of Shares sold to cover tax liability
Net number of Shares acquired
Deepak Raj
5,797
6,654
-
6,654

*Includes dividend equivalents added as Shares since the date of grant.

 

The Shares to satisfy the LTIP vesting were sold at 1,408 pence each to cover tax liabilities (which includes employee social security charges) and the transaction took place as an off-market transaction using Shares in the EBT. The sale price was agreed with the trustees of the EBT as representative of the Shares’ prevailing market value (being based on the prevailing mid-market closing price of a Share as shown on the London Stock Exchange at the time of the transfer).

 

The Notification of Dealing Form for each Executive Director and PDMR can be found below.

LTIP grant

On 17 March 2025 the Company granted the following awards under the LTIP:

Deferred Bonus Awards totalling 23,391 Shares; and

Performance Share Awards totalling 230,883 Shares.

The grant to the Executive Directors and PDMRs listed in the tables below was approved by the Remuneration Committee under the terms of the LTIP.

LTIP Deferred Bonus Awards – in respect of the year ended 31 December 2024

Executive Directors are subject to a deferral of 25% of any annual bonus payment into Shares for a period of two years. Other PDMRs are subject to a deferral into Shares of any annual bonus payment in excess of 100% of salary, also for a period of two years. The Deferred Bonus Awards retain eligibility for dividend equivalents from the date of grant until the vesting date. Malus and clawback apply.

Director / PDMR
No. of Ordinary Shares awarded1/3
Total Deferred Bonus Awards outstanding3
David Burke
9,092
21,004
Michael Speakman
13,847
31,991
Deepak Raj
452
452

 

LTIP Performance Share Awards – for the period 2025/27

Director / PDMR
No. of Ordinary Sharesawarded 1/2/3
Total Performance Share Awards outstanding3
David Burke
47,896
172,194
Paul Leonard
32,614
65,556
Kerry Porritt
14,688
60,449
Deepak Raj
22,592
45,070
Michael Speakman
85,135
312,319
Peter Wyton
27,958
120,429

 

  The price used to calculate the maximum number of Ordinary Shares under the Deferred Share Awards and Performance Share Awards was 1,381p, being the average closing price on 12, 13 and 14 March 2025 of the Company's shares on the main market of the London Stock Exchange.

2 The amounts shown above represent the maximum possible number of Shares that may be granted to the above named participants under the 2025 Performance Share Awards.

3 The awards above exclude notional dividends.

The measures selected by the Remuneration Committee together with the associated targets are shown on the table below. The weightings are all set at 25% in order to provide balance between measures and materiality to each of them individually.

 

Measures
Vesting schedule
% of award that will vest
0%
25%
100%
25% weight 
Cumulative EPS over three years1
Below 600p
600p
725p
25% weight 
Keller’s relative TSR performance vs FTSE 2502 Index over three years
Below median
Median
Upper quartile
25% weight 
Average ROCE over three years1
Below 23%
23%
30%
25% weight 
Operating profit margin (“OPM”) in year three
Below 6.0%
6.0%
8.0%

 

1 EPS and ROCE are before non-underlying items on an IFRS 16 basis.

2 Excluding investment trusts and financial services.

 

The Performance Share Awards performance conditions are measured over a three year period ending on 31 December 2027, except for the OPM which is measured in year three. The Performance Share Awards performance conditions are expected to vest in March 2028. Executive Directors are subject to a further two-year holding period and a post-employment shareholding requirement. Malus and clawback apply.

Enquiries:

Keller Group plc
Silvana Glibota-Vigo, Group Head of Secretariat

Tel: 020 7616 7575

 

LEI number:   549300QO4MBL43UHSN10
Classification: 2.2 Inside information

 

Notes to editors:

Keller is the world's largest geotechnical specialist contractor providing a wide portfolio of advanced foundation and ground improvement techniques used across the entire construction sector. With around 10,000 staff and operations across five continents, Keller tackles an unrivalled 5,500 projects every year, generating annual revenue of c.£3bn.

 

1
Details of persons discharging managerial responsibility (“PDMR”)
/ person closely associated (“PCA”)
a)
Name
David Burke
2
Reason for the notification
a)
Position / status
PDMR
(Provide job title)
PCA
(Provide name of job title of relevant PDMR)
Chief Financial Officer
N/A
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer
a)
Name
Keller Group plc
b)
LEI and classification
549300QO4MBL43UHSN10
2.2 Inside information
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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
Nil
892
Nil
70,963
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
Nil
71,855
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue

 

 

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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
£14.08
420
£14.08
33,353
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
£14.08
33,773
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue

 

 

1
Details of persons discharging managerial responsibility (“PDMR”)
/ person closely associated (“PCA”)
a)
Name
Kerry Porritt
2
Reason for the notification
a)
Position / status
PDMR
(Provide job title)
PCA
(Provide name of job title of relevant PDMR)
Chief Sustainability Officer and Company Secretary
N/A
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer
a)
Name
Keller Group plc
b)
LEI and classification
549300QO4MBL43UHSN10
2.2 Inside information
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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
Nil
26,126
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
Not applicable - single transaction
Not applicable - single transaction
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue

 

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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
£14.08
12,280
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
Not applicable - single transaction
Not applicable - single transaction
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue

 

 

 

1
Details of persons discharging managerial responsibility (“PDMR”)
/ person closely associated (“PCA”)
a)
Name
Deepak Raj
2
Reason for the notification
a)
Position / status
PDMR
(Provide job title)
PCA
(Provide name of job title of relevant PDMR)
President, APAC
N/A
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer
a)
Name
Keller Group plc
b)
LEI and classification
549300QO4MBL43UHSN10
2.2 Inside information
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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
Nil
6,654
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
Not applicable - single transaction
Not applicable - single transaction
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue

 

 

 

1
Details of persons discharging managerial responsibility (“PDMR”)
/ person closely associated (“PCA”)
a)
Name
Michael Speakman
2
Reason for the notification
a)
Position / status
PDMR
(Provide job title)
PCA
(Provide name of job title of relevant PDMR)
Chief Executive Officer
N/A
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer
a)
Name
Keller Group plc
b)
LEI and classification
549300QO4MBL43UHSN10
2.2 Inside information
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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
Nil
1,359
Nil
129,700
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
Nil
131,059
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue

 

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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
£14.08
639
£14.08
60,959
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
£14.08
61,598
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue

 

 

1
Details of persons discharging managerial responsibility (“PDMR”)
/ person closely associated (“PCA”)
a)
Name
Peter Wyton
2
Reason for the notification
a)
Position / status
PDMR
(Provide job title)
PCA
(Provide name of job title of relevant PDMR)
President, EME
N/A
b)
Initial notification/Amendment
Initial notification
3
Details of the issuer
a)
Name
Keller Group plc
b)
LEI and classification
549300QO4MBL43UHSN10
2.2 Inside information
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
Identification code
Ordinary shares of 10p each

GB0004866223
b)
Indicate nature of the transaction
Acquisition
Disposal
Subscription
Other
ii) Is the transaction linked to an exercise of a share award?
Yes
No
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?
Yes
No
If yes, provide date at which investment programme or trading plan was entered into:
X
c)
Price(s) and volume(s)
Price(s)
(Please state currency)
Volume(s)
Nil
34,146
d)
Aggregated information
Aggregated price(s)
(Please state currency)
Aggregated volume(s)
Not applicable - single transaction
Not applicable - single transaction
e)
Date of the transaction
Date: 17.03.2025
Time zone: GMT
f)
Place of the transaction
Outside trading venue