REG-Keller Group PLC: Director/PDMR Shareholding
17/03/2023 10:15
17 March 2023
Keller Group plc
Director/PDMR Shareholding
Keller Group plc (the "Company") announces that on 15 March 2023 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 15 March
2023 the following Executive Directors and PDMRs acquired Shares for nil
consideration:
LTIP Deferred Bonus Awards granted on 15 March 2021 – in respect of the year
ended 31 December 2020
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 3,522 3,856 1,819 2,037
Eric Drooff 3,718 4,071 1,974 2,097
Venu Raju 14,058 15,395 7,262 8,133
Michael Speakman 23,530 25,767 12,154 13,613
Peter Wyton 3,549 3,886** N/A N/A
*Includes dividend equivalents added as Shares since the date of grant.
**Peter Wyton received an equivalent cash payment in place of Shares on
vesting of the award.
The Shares were sold at £6.61 to cover tax liabilities.
LTIP Performance Share Awards granted on 9 March 2020 – for the period
2020/22
Director / PDMR Number of Shares awarded Number of Shares released* Number of Shares sold to cover tax liability Net number of Shares acquired
Jim De Waele 22,022 15,739 7,424 8,315
Eric Drooff 40,859 29,203 14,155 15,048
Kerry Porritt 20,182 14,423 6,803 7,620
John Raine 21,662 15,481 6,541 8,940
Venu Raju 36,634 26,183 12,350 13,833
Michael Speakman 109,513 76,994 36,316 40,678
Peter Wyton 27,118 19,382** N/A N/A
*Includes dividend equivalents added as Shares since the date of grant.
**Peter Wyton received an equivalent cash payment in place of Shares on
vesting of the award.
The 2020 LTIP Performance Share Awards were measured over a three-year
performance period which began on 1 January 2020 and ended on 31 December
2022, and were subject to three performance conditions:
* 50% Earnings Per Share (EPS) CAGR;
* 25% Total Shareholder Return (TSR) outperformance of FTSE 250 Index
(excluding investment trusts); and
* 25% Return on Capital Employed (ROCE)
The above performance conditions were partially met and the awards vested at
61.9%.
The Shares were sold at £6.61 to cover tax liabilities.
The Notification of Dealing Form for each Executive Director and PDMR can be
found below.
LTIP grant
On 15 March 2023 the Company granted the following awards under the LTIP:
* Deferred Bonus Awards totalling 2,062 Shares; and
* Performance Share Awards totalling 435,427 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 2022
Executive Directors are subject to a deferral of 25% of any annual bonus
payment into Shares for a period of two years. The Deferred Bonus Award
retains eligibility for dividend equivalents from the date of grant until the
vesting date. Malus and clawback apply.
Director No. of Ordinary Shares awarded 1/3 Total Deferred Bonus Awards outstanding 3
David Burke 817 17,853
Michael Speakman 1,245 27,193
LTIP Performance Share Awards – for the period 2023/25
Director/PDMR No. of Ordinary Shares awarded 1/2/3 Total Performance Share Awards outstanding 3
David Burke 71,533 198,144
Jim De Waele 34,366 95,109
Eric Drooff 44,041 113,162
Kerry Porritt 26,335 72,938
John Raine 28,030 73,110
Venu Raju 34,175 104,478
Katrina Roche 28,041 77,672
Michael Speakman 130,743 362,161
Peter Wyton 38,193 100,139 (4)
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.
Measure Weighting Vesting Schedule
%
of
awa
rd
tha
t
wil
l
ves
t
0% 25% 100%
Operating Profit Margin 25% Below 5.5% 5.5% 6.5%
Cumulative EPS 25% Below 330p 330p 400p
ROCE 25% Below 12% 12% 18%
Relative TSR 25% Below median Median Upper quartile
The Performance Share Awards performance conditions are measured over a three
year period ending on 31 December 2025, except for the Operating Profit Margin
which is measured in year three. The Performance Share Awards performance
conditions are expected to vest in March 2026. Executive Directors are subject
to a further two year holding period. Malus and clawback apply.
1 The price used to calculate the maximum number of Ordinary Shares under
the Deferred Share Awards and Performance Share Awards was 708.7p, being the
average closing price on 10, 13 and 14 March 2023 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 2023 Performance
Share Awards.
3 The awards above exclude notional dividends.
4 28,012 of these Performance Share Awards are rights to receive cash linked
to share value and will, to the extent vested following the end of the
performance period, be settled in cash.
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 6,000 projects every
year, generating annual revenue of more than £2bn.
1 Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a) Name Jim De Waele
2 Reason for the notification
a) Position / status PDMR (Provide job title) PCA (Provide name of job title of relevant PDMR)
President, Europe 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 15,739
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
Nil 15,739
e) Date of the transaction Date: 2023.03.15 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)
£6.61 7,424
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
£6.61 7,424
e) Date of the transaction Date: 2023.03.15 Time zone: GMT
f) Place of the transaction London Stock Exchange
1 Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a) Name Eric Drooff
2 Reason for the notification
a) Position / status PDMR (Provide job title) PCA (Provide name of job title of relevant PDMR)
President, North America 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 29,203
Nil 4,071
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
Nil 33,274
e) Date of the transaction Date: 2023.03.15 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)
£6.61 14,155
£6.61 1,974
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
£6.61 16,129
e) Date of the transaction Date: 2023.03.15 Time zone: GMT
f) Place of the transaction London Stock Exchange
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)
Group Company Secretary and Legal Advisor 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 14,423
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
Nil 14,423
e) Date of the transaction Date: 2023.03.15 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)
£6.61 6,803
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
£6.61 6,803
e) Date of the transaction Date: 2023.03.15 Time zone: GMT
f) Place of the transaction London Stock Exchange
1 Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a) Name John Raine
2 Reason for the notification
a) Position / status PDMR (Provide job title) PCA (Provide name of job title of relevant PDMR)
Group HSEQ Director 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 15,481
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
Nil 15,481
e) Date of the transaction Date: 2023.03.15 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)
£6.61 6,541
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
£6.61 6,541
e) Date of the transaction Date: 2023.03.15 Time zone: GMT
f) Place of the transaction London Stock Exchange
1 Details of persons discharging managerial responsibility (“PDMR”) / person closely associated (“PCA”)
a) Name Venu Raju
2 Reason for the notification
a) Position / status PDMR (Provide job title) PCA (Provide name of job title of relevant PDMR)
Engineering and Operations Director 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 26,183
Nil 15,395
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
Nil 41,578
e) Date of the transaction Date: 2023.03.15 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)
£6.61 12,350
£6.61 7,262
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
£6.61 19,612
e) Date of the transaction Date: 2023.03.15 Time zone: GMT
f) Place of the transaction London Stock Exchange
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 76,994
Nil 25,767
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
Nil 102,761
e) Date of the transaction Date: 2023.03.15 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)
£6.61 36,316
£6.61 12,154
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
£6.61 48,470
e) Date of the transaction Date: 2023.03.15 Time zone: GMT
f) Place of the transaction London Stock Exchange
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, AMEA 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 Conditional right to receive a cash payment determined by reference to the value of ordinary shares of 10p each
b) Indicate nature of the transaction Acquisition Disposal Subscription Other - receipt of a cash payment determined by reference to the value of a specified number of ordinary shares of 10p each
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)
N/A –
A
cash
payme
nt of
£128,
115.0
2
deter
mined
by
refer
ence
to
19,38
2
share
s at
a
price
of
£6.61
d) Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)
N/A –
A
cash
payme
nt of
£128,
115.0
2
deter
mined
by
refer
ence
to
19,38
2
share
s at
a
price
of
£6.61
e) Date of the transaction Date: 2023.03.15 Time zone: GMT
f) Place of the transaction Outside trading venue
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