NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
Hays plc (the "Company")
In accordance with Disclosure and Transparency Rule 3.1.4R(1)(a), the Company
hereby notifies you of the following changes in the interests of directors and
persons discharging managerial responsibility ("PDMRs") in the Ordinary share
capital of the Company.
* Denotes a director of the Company.
LAPSE OF PERFORMANCE SHARE PLAN ("PSP") AWARDS
On 9 October 2012, PSP awards granted to PDMRs on 9 October 2009 ("PSP Awards")
lapsed in full. The performance condition attached to the PSP Awards was based
on the Company's total shareholder return against a comparator group of ten
companies measured over the performance period 1 July 2009 to 30 June 2012,
which was not met. Further information on the performance condition can be
found in the Company's Annual Report & Financial Statements 2012.
DEFERRED BONUS AWARDS
On 9 October 2012, deferred bonus awards granted to PDMRs on 9 October 2009
partially vested as detailed in the tables below. The PDMRs were required to
defer into shares 70% of their respective annual cash bonuses for the financial
year ended 30 June 2009. The PDMRs were permitted to elect to defer on a post
or pre-tax basis. Where the deferral was from post-tax bonus (as set out in
Table 1), the relevant PDMRs acquired shares subject to the risk of forfeiture
for a three-year period ("Deferred Shares"). Where the deferral was from
pre-tax bonus (as set out in Table 2), the relevant PDMRs were granted a
conditional right to receive shares at the end of the three-year period
("Deferred Right"). In both cases, conditional awards of matching shares
("Matching Awards") were made for nil consideration under the rules of the
Deferred Annual Bonus Plan ("DAB") in respect of 25% of the pre-tax annual
bonus deferred by each PDMR, equating to a 1:1 match after adjustment for the
tax charge for Deferred Shares. The remaining 45% of deferred annual bonus was
not subject to a matching award (and relevant details are set out in Table 3).
The Matching Awards vested as to 60.47%, based on three performance conditions
(each component representing one-third of the Matching Awards), of Cumulative
Earnings Per Share, Cumulative International Net Fees and Cumulative Cash
Conversion, measured over the performance period 1 July 2009 to 30 June 2012.
Further information on the performance conditions can be found in the Company's
Annual Report & Financial Statements 2012. The balance of each Matching Award
has lapsed. The Deferred Rights and the vested element of the Matching Awards
qualified for additional dividend equivalent shares.
On 9 October 2012, the PDMRs sold the number of shares shown in the following
tables to meet the tax liability on their respective vested Deferred Right and
Matching Awards, dividend equivalent shares and brokerage costs, or for other
purposes, at a price of 79.625 pence per share.
Bonus deferral via Deferred Shares linked to Matching Awards:
DEFERRED GRANTED VESTED DIVIDEND TOTAL
SHARES(1) MATCHING MATCHING EQUIVALENT SHARES
NAME AWARD AWARD SHARES RELEASED
Alistair Cox* 124,133 210,396 127,226 23,374 150,600
Paul Venables* 96,326 163,265 98,726 18,137 116,863
Tim Cook 13,790 23,374 14,134 2,595 16,729
Sholto Douglas-Home 21,871 37,069 22,415 4,116 26,531
Nigel Heap 27,172 50,790 30,712 5,641 36,353
Steve Weston 34,990 59,306 35,862 6,586 42,448
(1) The Deferred Shares ceased to be at risk of forfeiture on 9 October 2009,
and are not included within the column "Total Shares Released" but are included
in the column "Shares Sold" in the cases of Messrs Cook, Heap and Weston.
Messrs Cox, Venables and Douglas-Home are retaining these shares.
Bonus deferral via Deferred Rights linked to Matching Awards:
DEFERRED GRANTED VESTED DIVIDEND TOTAL
RIGHT MATCHING MATCHING EQUIVALENT SHARES
NAME AWARD AWARD AWARD SHARES RELEASED
Nick Cox 34,986 34,986 21,156 10,308 66,450
James Cullens 50,535 50,535 30,558 14,894 95,987
Alison Yapp 44,218 44,218 26,738 13,033 83,989
Bonus deferral not linked to Matching Awards:
DEFERRED DIVIDEND TOTAL
RIGHT EQUIVALENT SHARES SHARES
NAME AWARD SHARES RELEASED SOLD
Alistair Cox* 378,713 69,580 448,293 233,580
Paul Venables* 293,878 53,991 347,869 181,255
Tim Cook 42,074 7,729 49,803 49,803
Nick Cox 62,974 11,567 74,541 38,840
James Cullens 90,964 16,710 107,674 107,674
Sholto Douglas-Home 66,725 12,257 78,982 41,153
Nigel Heap 91,422 16,794 108,216 108,216
Steve Weston 106,751 19,611 126,362 126,362
Alison Yapp 79,593 14,621 94,214 49,090
As a result of the above transactions, the directors' interests in the Ordinary
share capital of the Company (excluding share options and unvested incentive
shares but including shares held beneficially under deferred bonus
arrangements) now stand as follows:
Alistair Cox: 2,759,644 shares
Paul Venables: 1,848,032 shares
For further information in respect of this announcement, please contact Neil
Tsappis, Deputy Company Secretary, Hays plc, +44(0)20 7383 2266.
10 October 2012
-0- Oct/10/2012 15:47 GMT
Press spacebar to pause and continue. Press esc to stop.