REG - Marks and Spencer Gp - Director/PDMR Shareholding

Marks and SpencerAnnouncement

09/12/2022 15:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221209:nRSI2713Ja&default-theme=true

RNS Number : 2713J  Marks and Spencer Group PLC  09 December 2022

Director/PDMR Shareholding

 

Marks and Spencer Group plc (the 'Company') announces that on 9 December 2022
it was notified of the following transactions in the Company's Ordinary 1p
shares undertaken by directors / persons discharging managerial responsibility
('PDMRs'):

 

1.    Performance Share Plan Award 2022/23

The Performance Share Plan ('PSP') continues to be the Company's primary
long-term incentive plan for executives. As a result, an award of 859,537
shares under the PSP was made on 9 December 2022 to an incoming PDMR of the
Company, Alex Freudmann, Managing Director, Food.

 

As with the awards granted on 5 July 2022 to our other PDMRs, this award has
been granted as conditional shares, the vesting of which is subject to the
continued employment of the participant and satisfaction of certain
performance conditions, as disclosed in the Company's 2022 Annual Report
published on 7 June 2022. Specifically, the vesting of the award will depend
on relative Total Shareholder Return (TSR), the Company's Earnings Per Share
(EPS), Return on Capital Employed (ROCE) and strategic measures over a fixed
three-year performance period starting on the first day of the financial year
in which the award was granted.

 

On vesting, the award is subject to an additional, mandatory two-year holding
period, making a total period of five years post grant. The value of dividends
accrued, in the form of dividend equivalents, will be paid at the end of the
period (third anniversary) based on the number of vested shares. No
consideration was paid for the grant of the award. For the purposes of this
award, a share price of £1.3961 was used, being the five-day average share
price immediately preceding the July grant date of 5 July 2022.

 

2.    Restricted Share Plan Award

Alex Freudmann has also been granted an award of conditional shares under the
Company's Restricted Share Plan ('RSP'). This award compensates, on a fair
value basis, the share awards forfeited on resigning from his role with
Endeavour Group. The fair value has been calculated to take account of the
original performance period and the estimated satisfaction of the performance
conditions of the original awards. The original vesting timeline for the first
tranche of this award has been extended by eight months. The vesting of the
final tranche of the award has been aligned to the Company's 2021 PSP awards
and is subject to satisfaction of the same performance conditions, as
disclosed in the Company's 2021 Annual Report published on 2 June 2021.

 

The value of dividends accrued, in the form of dividend equivalents, will be
paid on the vesting date based on the number of vested shares. No
consideration was paid for the grant of the award and no price is payable on
the exercise of the award. The Company requires Alex Freudmann to have an
equity position equivalent to 100% of salary within 5 years of appointment.
For the purposes of this award, the five-day average share price immediately
preceding the date of grant of £1.2227 was used for the first tranche. For
the final tranche of the award, a share price of £1.5267 was used, being the
five-day average share price immediately preceding the 2021 PSP grant date of
29 June 2021.

 

 Conditional RSP shares granted  Vesting Date
 397,480                         25 March 2024
 655,007                         28 June 2024

 

3.    Restricted Share Plan Vesting

Vesting of an award granted on 6 July 2020 to Stuart Machin under the
Company's Restricted Share Plan ('RSP'), and subsequent sale of shares to
satisfy the tax and National Insurance liabilities arising as set out below.

 

The award, as previously announced on 6 July 2020, was a conditional share
award of 100,000 shares vesting in two tranches over three years, subject to
Stuart's continued employment with the Company. This vesting is the first of
the two tranches. Following his appointment in May 2022 as CEO, the Company
requires Stuart Machin to have an equity position equivalent to 250% of salary
within 5 years of appointment.

 

 PDMR      Shares vested on 9 December 2022  Shares sold to cover tax and NI  Shares retained by individual

 S Machin  50,000                            23,801                           26,199

 

 

The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the UK Market Abuse Regulations.

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         A Freudmann
 2   Reason for the notification
 a)  Position/status                                              PDMR (Managing Director, Food)
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Marks and Spencer Group plc
 b)  LEI                                                          213800EJP14A79ZG1X44
 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, type of instrument  Ordinary 1p shares

     Identification code

                                                                  ISIN: GB0031274896
 b)  Nature of the transaction                                    1.    Award of conditional shares pursuant to the Marks and Spencer Group
                                                                  Performance Share Plan

                                                                  2.    Award of conditional shares pursuant to the Marks and Spencer Group
                                                                  Restricted Share Plan
 c)  Price(s) and volume(s)                                       1.    PSP

Price(s)  Volume(s)
                                                                  Nil-cost  859,537

2.    RSP

Price(s)  Volume(s)
                                                                  Nil-cost  1,052,487
 d)  Aggregated information                                       1.    PSP

- Aggregated volume
Price(s)  Volume(s)  Total

                                                            Nil-cost  859,537     £0.00

- Price
2.    RSP

Price(s)  Volume(s)  Total
                                                                  Nil-cost  1,052,487   £0.00
 e)  Date of the transaction                                      2022-12-09
 f)  Place of the transaction                                     Grant of conditional shares occurred outside a trading venue

2.    RSP

 Price(s)  Volume(s)
 Nil-cost  1,052,487

d)

Aggregated information

 -  Aggregated volume

 -  Price

1.    PSP

 Price(s)  Volume(s)  Total
 Nil-cost  859,537     £0.00

2.    RSP

 Price(s)  Volume(s)  Total
 Nil-cost  1,052,487   £0.00

e)

Date of the transaction

2022-12-09

f)

Place of the transaction

Grant of conditional shares occurred outside a trading venue

 

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         S Machin
 2   Reason for the notification
 a)  Position/status                                              PDMR (Chief Executive Officer)
 b)  Initial notification/Amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Marks and Spencer Group plc
 b)  LEI                                                          213800EJP14A79ZG1X44
 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, type of instrument  Ordinary 1p shares

     Identification code

                                                                  ISIN: GB0031274896
 b)  Nature of the transaction                                    3.    Vesting of 50,000 shares awarded under the Restricted Share Plan.

                                                                  4.    Subsequent sale of 23,801 shares acquired under the RSP award to
                                                                  cover the tax and NI liability, with 26,199 shares retained.
 c)  Price(s) and volume(s)                                       3.    Vesting

Price(s)  Volume(s)
                                                                  £0.01     50,000

4.    Sale

Price(s)    Volume(s)
                                                                  £1.226729   23,801
 d)  Aggregated information                                       3.    Vesting

- Aggregated volume
Price(s)  Volume(s)  Total

                                                            £0.01     50,000      £500.00

- Price
4.    Sale

Price(s)    Volume(s)  Total
                                                                  £1.226729   23,801      £29,197.38
 e)  Date of the transaction                                      2022-12-09
 f)  Place of the transaction                                     London Stock Exchange, Main Market (XLON)

4.    Sale

 Price(s)    Volume(s)
 £1.226729   23,801

d)

Aggregated information

 -  Aggregated volume

 -  Price

3.    Vesting

 Price(s)  Volume(s)  Total
 £0.01     50,000      £500.00

4.    Sale

 Price(s)    Volume(s)  Total
 £1.226729   23,801      £29,197.38

e)

Date of the transaction

2022-12-09

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHBUBDDXDGDGDC