REG - Marks and Spencer Gp - Director/PDMR Shareholding
07/07/2023 16:30
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RNS Number : 3960F Marks and Spencer Group PLC 07 July 2023
Director/PDMR Shareholding
Marks and Spencer Group plc (the 'Company') announces that on 5 July 2023 and
7 July 2023 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 2023/24
The Performance Share Plan ('PSP') continues to be the Company's primary
long-term incentive plan for executives. As a result, awards under the PSP
were made on 5 July 2023 to five PDMRs of the Company.
These awards were 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 2023 Annual
Report published on 6 June 2023. Specifically, the vesting of the award will
depend on relative Total Shareholder Return (TSR), the Company's adjusted
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 point of
vesting, based on the number of vested shares. No consideration was paid for
the grant of the award. For the purposes of this award, the five-day average
share price immediately preceding the date of grant of £1.924 was used.
2. Deferred Share Bonus Plan Award 2022/23
As reported within the Company's 2023 Annual Report, a bonus is being paid to
all eligible colleagues under the Company's Annual Bonus Scheme for 2022/23.
Individuals were required to defer 50% of their bonus earned into shares under
the Marks and Spencer Group Deferred Share Bonus Plan ('DSBP'). As a result,
awards under the DSBP were made to the same five PDMRs of the Company on 5
July 2023.
These awards were granted as conditional share awards vesting three years from
the date of grant. The value of dividends accrued, in the form of dividend
equivalents, will be paid at the point of vesting. No consideration was paid
for the grant of the award. For the purposes of this award, the five-day
average share price immediately preceding the date of grant of £1.924 was
used.
PDMR PSP shares granted DSBP shares granted
S Machin 1,039,501 329,582
K Bickerstaffe 974,532 300,970
R Price 621,800 178,401
S Berendji 503,222 139,832
A Freudmann 623,700 53,872
3. Restricted Share Plan Award
Jeremy Townsend joined the business on an interim basis as Chief Finance
Officer in January 2023. As reported in the Company's 2023 Annual Report,
Jeremy will now remain with the Company until May 2025. As a result, an award
of 311,850 shares under the Company's Restricted Share Plan ('RSP') was
granted to Jeremy on 5 July 2023.
The award was granted as a conditional share award and will vest on 27 May
2025. On vesting, the award is subject to an additional, mandatory two-year
holding period. The value of dividends accrued, in the form of dividend
equivalents, will be paid at the point of vesting. No consideration was paid
for the grant of the award. For the purposes of this award, the five-day
average share price immediately preceding the date of grant of £1.924 was
used.
4. Performance Share Plan 2020/21
Vesting of awards granted on 6 July 2020 to four PDMRs under the Company's
PSP, (details of which were announced on 6 July 2020), and subsequent sale of
shares to satisfy the tax and National Insurance liabilities arising as set
out below.
The Company requires Stuart Machin and Katie Bickerstaffe to have an equity
position equivalent to 250% of salary and Richard Price and Sacha Berendji to
have an equity position of 100% of salary within 5 years of appointment.
PDMR Shares vesting on 6 July 2023 Shares sold to cover tax and NI Shares retained by individual
S Machin 463,895 220,095 243,800
K Bickerstaffe 371,116 176,076 195,040
R Price 410,368 194,699 215,669
S Berendji 306,884 145,601 161,283
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 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 1. Award of conditional shares pursuant to the Marks and Spencer Performance
Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group
Deferred Share Bonus Plan.
c) Price(s) and volume(s) 1. PSP Award
Price(s) Volume(s)
Nil-cost 1,039,501
2. DSBP Award
Price(s) Volume(s)
Nil-cost 329,582
d) Aggregated information 1. PSP Award
- Aggregated volume
Price(s) Volume(s) Total
Nil-cost 1,039,501 £0.00
- Price
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 329,582 £0.00
e) Date of the transaction 2023-07-05
f) Place of the transaction Grant of conditional shares outside a 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, type of instrument Ordinary 1p shares
Identification code
ISIN: GB0031274896
b) Nature of the transaction 3. Vesting of 463,895 shares awarded under the 2020/21 Performance Share
Plan.
4. Subsequent sale of 220,095 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 243,800 shares retained.
c) Price(s) and volume(s) 3. Vesting
Price(s) Volume(s)
£0.01 463,895
4. Sale
Price(s) Volume(s)
£1.9018 220,095
d) Aggregated information 3. Vesting
- Aggregated volume
Price(s) Volume(s) Total
£0.01 463,895 £4,638.95
- Price
4. Sale
Price(s) Volume(s) Total
£1.9018 220,095 £418,576.67
e) Date of the transaction 2023-07-06
f) Place of the transaction London Stock Exchange, Main Market (XLON)
2. DSBP Award
Price(s) Volume(s)
Nil-cost 329,582
d)
Aggregated information
- Aggregated volume
- Price
1. PSP Award
Price(s) Volume(s) Total
Nil-cost 1,039,501 £0.00
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 329,582 £0.00
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a 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, type of instrument
Identification code
Ordinary 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
3. Vesting of 463,895 shares awarded under the 2020/21 Performance Share
Plan.
4. Subsequent sale of 220,095 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 243,800 shares retained.
c)
Price(s) and volume(s)
3. Vesting
Price(s) Volume(s)
£0.01 463,895
4. Sale
Price(s) Volume(s)
£1.9018 220,095
d)
Aggregated information
- Aggregated volume
- Price
3. Vesting
Price(s) Volume(s) Total
£0.01 463,895 £4,638.95
4. Sale
Price(s) Volume(s) Total
£1.9018 220,095 £418,576.67
e)
Date of the transaction
2023-07-06
f)
Place of the transaction
London Stock Exchange, Main Market (XLON)
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name K Bickerstaffe
2 Reason for the notification
a) Position/status PDMR (Co-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 1. Award of conditional shares pursuant to the Marks and Spencer Performance
Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group
Deferred Share Bonus Plan.
c) Price(s) and volume(s) 1. PSP Award
Price(s) Volume(s)
Nil-cost 974,532
2. DSBP Award
Price(s) Volume(s)
Nil-cost 300,970
d) Aggregated information 1. PSP Award
- Aggregated volume
Price(s) Volume(s) Total
Nil-cost 974,532 £0.00
- Price
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 300,970 £0.00
e) Date of the transaction 2023-07-05
f) Place of the transaction Grant of conditional shares outside a 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, type of instrument Ordinary 1p shares
Identification code
ISIN: GB0031274896
b) Nature of the transaction 3. Vesting of 371,116 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 176,076 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 195,040 shares retained.
c) Price(s) and volume(s) 3. Vesting
Price(s) Volume(s)
£0.01 371,116
4. Sale
Price(s) Volume(s)
£1.9018 176,076
d) Aggregated information 3. Vesting
- Aggregated volume
Price(s) Volume(s) Total
£0.01 371,116 £3,711.16
- Price
4. Sale
Price(s) Volume(s) Total
£1.9018 176,076 £334,861.34
e) Date of the transaction 2023-07-06
f) Place of the transaction London Stock Exchange, Main Market (XLON)
2. DSBP Award
Price(s) Volume(s)
Nil-cost 300,970
d)
Aggregated information
- Aggregated volume
- Price
1. PSP Award
Price(s) Volume(s) Total
Nil-cost 974,532 £0.00
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 300,970 £0.00
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a 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, type of instrument
Identification code
Ordinary 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
3. Vesting of 371,116 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 176,076 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 195,040 shares retained.
c)
Price(s) and volume(s)
3. Vesting
Price(s) Volume(s)
£0.01 371,116
4. Sale
Price(s) Volume(s)
£1.9018 176,076
d)
Aggregated information
- Aggregated volume
- Price
3. Vesting
Price(s) Volume(s) Total
£0.01 371,116 £3,711.16
4. Sale
Price(s) Volume(s) Total
£1.9018 176,076 £334,861.34
e)
Date of the transaction
2023-07-06
f)
Place of the transaction
London Stock Exchange, Main Market (XLON)
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name R Price
2 Reason for the notification
a) Position/status PDMR (Managing Director of Clothing & Home)
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 Performance
Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group
Deferred Share Bonus Plan.
c) Price(s) and volume(s) 1. PSP Award
Price(s) Volume(s)
Nil-cost 621,800
2. DSBP Award
Price(s) Volume(s)
Nil-cost 178,401
d) Aggregated information 1. PSP Award
- Aggregated volume
Price(s) Volume(s) Total
Nil-cost 621,800 £0.00
- Price
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 178,401 £0.00
e) Date of the transaction 2023-07-05
f) Place of the transaction Grant of conditional shares outside a 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, type of instrument Ordinary 1p shares
Identification code
ISIN: GB0031274896
b) Nature of the transaction 3. Vesting of 410,368 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 194,699 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 215,669 shares retained .
c) Price(s) and volume(s) 3. Vesting
Price(s) Volume(s)
£0.01 410,368
4. Sale
Price(s) Volume(s)
£1.9018 194,699
d) Aggregated information 3. Vesting
- Aggregated volume
Price(s) Volume(s) Total
£0.01 410,368 £4,103.68
- Price
4. Sale
Price(s) Volume(s) Total
£1.9018 194,699 £370,278.56
e) Date of the transaction 2023-07-06
f) Place of the transaction London Stock Exchange, Main Market (XLON)
2. DSBP Award
Price(s) Volume(s)
Nil-cost 178,401
d)
Aggregated information
- Aggregated volume
- Price
1. PSP Award
Price(s) Volume(s) Total
Nil-cost 621,800 £0.00
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 178,401 £0.00
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a 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, type of instrument
Identification code
Ordinary 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
3. Vesting of 410,368 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 194,699 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 215,669 shares retained .
c)
Price(s) and volume(s)
3. Vesting
Price(s) Volume(s)
£0.01 410,368
4. Sale
Price(s) Volume(s)
£1.9018 194,699
d)
Aggregated information
- Aggregated volume
- Price
3. Vesting
Price(s) Volume(s) Total
£0.01 410,368 £4,103.68
4. Sale
Price(s) Volume(s) Total
£1.9018 194,699 £370,278.56
e)
Date of the transaction
2023-07-06
f)
Place of the transaction
London Stock Exchange, Main Market (XLON)
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name S Berendji
2 Reason for the notification
a) Position/status PDMR (Operations Director)
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 Performance
Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group
Deferred Share Bonus Plan.
c) Price(s) and volume(s) 1. PSP Award
Price(s) Volume(s)
Nil-cost 503,222
2. DSBP Award
Price(s) Volume(s)
Nil-cost 139,832
d) Aggregated information 1. PSP Award
- Aggregated volume
Price(s) Volume(s) Total
Nil-cost 503,222 £0.00
- Price
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 139,832 £0.00
e) Date of the transaction 2023-07-05
f) Place of the transaction Grant of conditional shares outside a 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, type of instrument Ordinary 1p shares
Identification code
ISIN: GB0031274896
b) Nature of the transaction 3. Vesting of 306,884 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 145,601 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 161,283 shares retained.
c) Price(s) and volume(s) 3. Vesting
Price(s) Volume(s)
£0.01 306,884
4. Sale
Price(s) Volume(s)
£1.9018 145,601
d) Aggregated information 3. Vesting
- Aggregated volume
Price(s) Volume(s) Total
£0.01 306,884 £3,068.84
- Price
4. Sale
Price(s) Volume(s) Total
£1.9018 145,601 £276,903.98
e) Date of the transaction 2023-07-06
f) Place of the transaction London Stock Exchange, Main Market (XLON)
2. DSBP Award
Price(s) Volume(s)
Nil-cost 139,832
d)
Aggregated information
- Aggregated volume
- Price
1. PSP Award
Price(s) Volume(s) Total
Nil-cost 503,222 £0.00
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 139,832 £0.00
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a 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, type of instrument
Identification code
Ordinary 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
3. Vesting of 306,884 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 145,601 shares acquired under the 2020/21 PSP award to
cover the tax and NI liability, with 161,283 shares retained.
c)
Price(s) and volume(s)
3. Vesting
Price(s) Volume(s)
£0.01 306,884
4. Sale
Price(s) Volume(s)
£1.9018 145,601
d)
Aggregated information
- Aggregated volume
- Price
3. Vesting
Price(s) Volume(s) Total
£0.01 306,884 £3,068.84
4. Sale
Price(s) Volume(s) Total
£1.9018 145,601 £276,903.98
e)
Date of the transaction
2023-07-06
f)
Place of the transaction
London Stock Exchange, Main Market (XLON)
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 of 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 Performance
Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group
Deferred Share Bonus Plan.
c) Price(s) and volume(s) 1. PSP Award
Price(s) Volume(s)
Nil-cost 623,700
2. DSBP Award
Price(s) Volume(s)
Nil-cost 53,872
d) Aggregated information 1. PSP Award
- Aggregated volume
Price(s) Volume(s) Total
Nil-cost 623,700 £0.00
- Price
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 53,872 £0.00
e) Date of the transaction 2023-07-05
f) Place of the transaction Grant of conditional shares outside a trading venue
2. DSBP Award
Price(s) Volume(s)
Nil-cost 53,872
d)
Aggregated information
- Aggregated volume
- Price
1. PSP Award
Price(s) Volume(s) Total
Nil-cost 623,700 £0.00
2. DSBP Award
Price(s) Volume(s) Total
Nil-cost 53,872 £0.00
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name J Townsend
2 Reason for the notification
a) Position/status PDMR (Chief Finance 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 Award of conditional shares pursuant to the Marks and Spencer Restricted Share
Plan.
c) Price(s) and volume(s) RSP Award
Price(s) Volume(s)
Nil-cost 311,850
d) Aggregated information RSP Award
- Aggregated volume
Price(s) Volume(s) Total
Nil-cost 311,850 £0.00
- Price
e) Date of the transaction 2023-07-05
f) Place of the transaction Grant of conditional shares outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
RSP Award
Price(s) Volume(s) Total
Nil-cost 311,850 £0.00
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
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