REG-Keller Group Plc: Director/PDMR Shareholding
20/03/2025 09:15
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 outcome 3
% of award that will vest O V
u e
t s
c t
o i
m n
e g
%
0% 25% 100%
25% weight Below 330p 330p 400p 454.5p 25
Cumulative EPS over three years 1
25% weight Below median Median Upper quartile Upper quartile 25
Keller’s TSR performance vs FTSE 250 index 2 over three years
25% weight Below 12% 12% 18% 22.0% 25
Average ROCE over three years 1,3
25% weight Below 5.5% 5.5% 6.5% 7.1% 25
Operating profit margin
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 awarded 1/3 Total Deferred Bonus Awards outstanding 3
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 Shares awarded 1/2/3 Total Performance Share Awards outstanding 3
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
awa
rd
tha
t
wil
l
ves
t
0% 25% 100%
25% weight Below 600p 600p 725p
Cumulative EPS over three years 1
25% weight Below median Median Upper quartile
Keller’s relative TSR performance vs FTSE 250 2 Index over three years
25% weight Below 23% 23% 30%
Average ROCE over three years 1
25% weight Below 6.0% 6.0% 8.0%
Operating profit margin (“OPM”) in year three
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) Aggregated volume(s)
(Please state currency)
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) Aggregated volume(s)
(Please state currency)
£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) Aggregated volume(s)
(Please state currency)
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) Aggregated volume(s)
(Please state currency)
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) Aggregated volume(s)
(Please state currency)
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) Aggregated volume(s)
(Please state currency)
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) Aggregated volume(s)
(Please state currency)
£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) Aggregated volume(s)
(Please state currency)
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
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