REG - XPS Pensions Group - Director/PDMR Shareholding
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RNS Number : 8316P XPS Pensions Group PLC 04 July 2025
4 July 2025
XPS Pensions Group plc
(the "Company")
TRANSACTIONS BY DIRECTORS / PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
XPS announces that, on 1 July 2025, Ben Bramhall (Co-Chief Executive Officer),
Paul Cuff (Co-Chief Executive Officer) and Snehal Shah (Chief Financial
Officer), all Directors and persons discharging managerial responsibilities
("PDMRs"), were granted awards under the Company's Performance Share Plan
("PSP"), and under the Company's Deferred Share Bonus Plan ("DSBP") as set out
below.
Performance Share Plan - The value of the PSP awards was calculated by
reference to the price of an ordinary share on 30 June 2025, being 383.8p. The
awards were made in the form of nominal-cost options which will generally
become exercisable on the third anniversary of the date of grant, subject to
the satisfaction of the following performance targets: (1) 70% of the awards
are subject to an Earnings Per Share (EPS) growth target whereby 25% vests for
compounded annual growth (CAG) of 5% and 100% vests for CAG of 10% (with
vesting on a straight-line basis for performance between 5% and 10% CAG and no
vesting for performance below 5% CAG); (2) 20% of the awards are subject to a
relative Total Shareholder Return (TSR) target whereby 25% vests for median
ranking and 100% vests for upper quartile ranking (with vesting on a
straight-line basis for performance between median and upper quartile ranking
and no vesting for a ranking below median), the TSR Comparator Group consists
of the constituents of the FTSE 250 Index (excluding investment trusts); and
(3) 10% of the awards are subject to a performance measure relating to
reducing the Company's CO2 emissions (scope 1 and 2), whereby 25% vests for
20% reduction in emissions / number of employees and 100% vests for 30%
reduction in emissions / number of employees (with vesting on a straight-line
basis for reduction between 20% and 30% and no vesting for a reduction less
than 20%).
Deferred Share Bonus Plan - The value of the DSBP awards were calculated by
reference to the price of an ordinary share on 26, 27 and 30 June (averaged),
being 381.9667p. The options will vest on the second anniversary of the date
of grant, in accordance with and subject to the DSBP plan rules.
Once vested, the options will be exercisable until the tenth anniversary of
the date of grant.
Further details are set out in the below notification, made in accordance with
the requirements of the UK Market Abuse Regulation.
1. Details of PDMR/person closely associated with them ('PCA')
a) Name Benjamin Bramhall
b) Position/status Co-Chief Executive Officer / PDMR
c) Initial notification/ Initial notification
amendment
2. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name XPS Pensions Group plc
b) LEI 2138004Y8OBPJEAACJ11
3. 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 transaction(s) has been conducted
a) Description of the financial instrument Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
b) Nature of the transaction Grant of nominal-cost options over Ordinary Shares under the XPS Pensions
Group plc Performance Share Plan, which will vest on 1 July 2028, subject to
the satisfaction of performance conditions.
c) Price(s) and Price(s) Volume(s)
0.05p 170,136 Ordinary Shares
volume(s)
d) Aggregated information n/a (single transaction)
Aggregated volume
Price
e) Date of the transaction 1 July 2025
f) Place of the transaction n/a
d)
Aggregated information
Aggregated volume
Price
n/a (single transaction)
e)
Date of the transaction
1 July 2025
f)
Place of the transaction
n/a
1. Details of PDMR/person closely associated with them ('PCA')
a) Name Paul Cuff
b) Position/status Co-Chief Executive Officer / PDMR
c) Initial notification/ Initial notification
amendment
2. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name XPS Pensions Group plc
b) LEI 2138004Y8OBPJEAACJ11
3. 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 transaction(s) has been conducted
a) Description of the financial instrument Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
b) Nature of the transaction Grant of nominal-cost options over Ordinary Shares under the XPS Pensions
Group plc Performance Share Plan, which will vest on 1 July 2028, subject to
the satisfaction of performance conditions.
c) Price(s) and Price(s) Volume(s)
0.05p 170,136 Ordinary Shares
volume(s)
d) Aggregated information n/a (single transaction)
Aggregated volume
Price
e) Date of the transaction 1 July 2025
f) Place of the transaction n/a
d)
Aggregated information
Aggregated volume
Price
n/a (single transaction)
e)
Date of the transaction
1 July 2025
f)
Place of the transaction
n/a
1. Details of PDMR/person closely associated with them ('PCA')
a) Name Snehal Shah
b) Position/status Chief Financial Officer / PDMR
c) Initial notification/ Initial notification
amendment
2. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name XPS Pensions Group plc
b) LEI 2138004Y8OBPJEAACJ11
3. 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 transaction(s) has been conducted
a) Description of the financial instrument Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
b) Nature of the transaction Grant of nominal-cost options over Ordinary Shares under the XPS Pensions
Group plc Performance Share Plan, which will vest on 1 July 2028, subject to
the satisfaction of performance conditions.
c) Price(s) and Price(s) Volume(s)
0.05p 122,623 Ordinary Shares
volume(s)
d) Aggregated information n/a (single transaction)
Aggregated volume
Price
e) Date of the transaction 1 July 2025
f) Place of the transaction n/a
d)
Aggregated information
Aggregated volume
Price
n/a (single transaction)
e)
Date of the transaction
1 July 2025
f)
Place of the transaction
n/a
1. Details of PDMR/person closely associated with them ('PCA')
a) Name Benjamin Bramhall
b) Position/status Co-Chief Executive Officer / PDMR
c) Initial notification/ Initial notification
amendment
2. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name XPS Pensions Group plc
b) LEI 2138004Y8OBPJEAACJ11
3. 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 transaction(s) has been conducted
a) Description of the financial instrument Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
b) Nature of the transaction Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group
plc Deferred Share Bonus Plan, which will vest on 1 July 2027.
c) Price(s) and Price(s) Volume(s)
Nil 48,705 Ordinary Shares
volume(s)
d) Aggregated information n/a (single transaction)
Aggregated volume
Price
e) Date of the transaction 1 July 2025
f) Place of the transaction n/a
d)
Aggregated information
Aggregated volume
Price
n/a (single transaction)
e)
Date of the transaction
1 July 2025
f)
Place of the transaction
n/a
1. Details of PDMR/person closely associated with them ('PCA')
a) Name Paul Cuff
b) Position/status Co-Chief Executive Officer / PDMR
c) Initial notification/ Initial notification
amendment
2. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name XPS Pensions Group plc
b) LEI 2138004Y8OBPJEAACJ11
3. 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 transaction(s) has been conducted
a) Description of the financial instrument Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
b) Nature of the transaction Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group
plc Deferred Share Bonus Plan, which will vest on 1 July 2027.
c) Price(s) and Price(s) Volume(s)
Nil 48,705 Ordinary Shares
volume(s)
d) Aggregated information n/a (single transaction)
Aggregated volume
Price
e) Date of the transaction 1 July 2025
f) Place of the transaction n/a
d)
Aggregated information
Aggregated volume
Price
n/a (single transaction)
e)
Date of the transaction
1 July 2025
f)
Place of the transaction
n/a
1. Details of PDMR/person closely associated with them ('PCA')
a) Name Snehal Shah
b) Position/status Chief Financial Officer / PDMR
c) Initial notification/ Initial notification
amendment
2. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name XPS Pensions Group plc
b) LEI 2138004Y8OBPJEAACJ11
3. 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 transaction(s) has been conducted
a) Description of the financial instrument Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
b) Nature of the transaction Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group
plc Deferred Share Bonus Plan, which will vest on 1 July 2027.
c) Price(s) and Price(s) Volume(s)
Nil 21,062 Ordinary Shares
volume(s)
d) Aggregated information n/a (single transaction)
Aggregated volume
Price
e) Date of the transaction 1 July 2025
f) Place of the transaction n/a
d)
Aggregated information
Aggregated volume
Price
n/a (single transaction)
e)
Date of the transaction
1 July 2025
f)
Place of the transaction
n/a
-Ends-
For further information, contact:
XPS Pensions Group
Sarah Rixon +44 11 8918 5265
Group Company Secretary
Canaccord Genuity (Joint Broker) +44 (0)20 7523 8000
Adam James
George Grainger
Deutsche Bank (Joint Broker) +44 (0)20 7260 1000
Stuart Skinner
Kevin Cruickshank
Media Enquiries:
Camarco +44 (0)20 3757 4980; xps@camarco.co.uk
Gordon Poole
Rosie Driscoll
Phoebe Pugh
Notes to Editors:
XPS Group is a leading consulting and administration business focused on UK
pension schemes and insurers. XPS combines expertise, insight and technology
to address the needs of over 1,300 pension schemes and their sponsoring
employers on an ongoing and project basis, also providing advice and
administration to UK insurance companies. We undertake pensions administration
for c. 1.2 million members and provide advisory services to schemes and
corporate sponsors in respect of schemes of all sizes, including 86 with
assets over £1bn.
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