REG-Keller Group PLC: Director/PDMR Shareholding

KellerAnnouncement

13/03/2019 09:00

Keller Group plc

Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities (“PDMRs)

Awards made under Keller Group plc’s Long Term Incentive Plan

On 8 March 2019 Keller Group plc (the “Company") granted:
*
Deferred bonus award totaling 1,436 ordinary shares in Keller Group plc
(“Ordinary shares”);
*
Conditional award totaling 15,828 Ordinary shares; and
*
Performance share awards totaling 538,013 Ordinary shares

as awarded by the Remuneration Committee under the terms of the Keller Long
Term Incentive Plan (the “plan”), to the PDMRs listed in the tables below.

The Company has received notification from PDMRs pursuant to article 19 of
regulation (EU) No 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse ("Market Abuse Regulation" or "MAR"), on 12
March 2019, who were granted deferred bonus awards, conditional awards and
performance share awards in respect of the following number of Ordinary shares
of 10 pence each in the Company, under the plan in accordance with the
respective rules.

Deferred Bonus Award

 Name              Position                 No. of Ordinary Shares awarded 1/3  Total Share Awards outstanding  
 Michael Speakman  Chief Financial Officer                 1,436                             1,436              
 Thorsten Holl     President of EMEA                         0                              13,269              

Executive Directors are subject to a deferral of 25% of any annual bonus
payment into Ordinary shares for a period of two years that is eligible for
dividend equivalents over the period from the date the deferred award is
granted, to the date of its vesting.  Malus and clawback apply.

Other PDMRs are subject to any bonus in excess of 100% of salary (up to a
maximum of 150%) being deferred for three years and payout linked to ongoing
share performance.

Conditional Share Award
 

 Name         Position                        No. of Ordinary Shares awarded 1/3  
 Graeme Cook  Group Human Resources Director                15,828                

Conditional share awards are subject to the participant’s continued
employment from the date of grant until vesting.  Awards vest at 50% after
year two and 50% after year three.  Malus and clawback apply.

Performance Share Awards

 Name              Position                                          No. of Ordinary Shares awarded 1/2/3  Total Share Awards outstanding  
 Alain Michaelis   Chief Executive                                                  123,621                            257,832             
 Michael Speakman  Chief Financial Officer                                          71,215                             125,060             
 Venu Raju         Engineering and Operations Director                              44,797                             89,250              
 James Hind        President of North America                                       76,599                             159,362             
 Thorsten Holl     President of EMEA                                                51,170                             114,756             
 Peter Wyton       President of APAC                                                30,437                             42,714              
 Eric Drooff       Chief Operating Officer of North America                         35,727                             61,031              
 Graeme Cook       Group Human Resources Director                                   29,676                             70,909              
 Jim De Waele      Group Strategy and Business Development Director                 26,925                             48,557              
 John Raine        Group HSEQ Director                                              25,018                             25,018              
 Kerry Porritt     Group Company Secretary and Legal Advisor                        22,828                             41,353              

   

                                                                                                                                  
 Weighting, %  2019 - 2021 Performance measures                                Threshold –  25% vesting   Maximum - 100% vesting  
      50%      Cumulative Earnings per Share (EPS) over three years                      300p                      345p           
      25%      TSR ranking vs FTSE250 (excluding Investment trusts)                     Median                Upper quartile      
      25%      Return on Capital Employed (ROCE)                                          14%                       20%           

The Performance Share Award performance conditions are measured over a three
year period ending on 31 December 2021 and are expected to vest in March
2022.  Executive Directors are subject to a further two year holding
period.  Malus and clawback apply.

For the purposes of article 19 of MAR, the above transactions took place in
the United Kingdom, with a grant date of 8 March 2019 and the PDMRs being
notified on 12 March 2019.

K A A Porritt
Group Company Secretary and Legal Advisor
13 March 2019
www.keller.com

1 The price used to calculate the maximum number of ordinary shares under the
Deferred Bonus Award, Conditional Share Award and Performance Share Award was
640.67p, being the average closing price on 5, 6, and 7 March 2019 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 ordinary
shares that may be granted to the above named participants under the 2019
Performance Share Award.

3 The awards above excludes notional dividends.

LEI number:            549300QO4MBL43UHSN10
Classification:         3.1 Additional regulated information required
to be disclosed under the laws of a Member State



Copyright (c) 2019 PR Newswire Association,LLC. All Rights Reserved