Ocado Group PLC OCDO Director/PDMR Shareholding

  Ocado Group PLC (OCDO) - Director/PDMR Shareholding

RNS Number : 1523Q
Ocado Group PLC
01 November 2012

1 November 2012

                               Ocado Group plc
                  Notification of Transactions of Directors,
      Persons Discharging Managerial Responsibility or Connected Persons

In accordance with the  FSA's Disclosure Rules  and Transparency Rules  3.1.2R 
and 3.1.4R, Ocado  Group plc  ("Ocado") announces that  on 1  November 2012  a 
transaction took place  in relation  to Ocado's Joint  Share Ownership  Scheme 
("JSOS").  In  connection   with  his  participation   in  the  JSOS,   Duncan 
Tatton-Brown, Chief Financial Officer and  Director of Ocado (the  "Director") 
acquired a beneficial interest  in existing Ocado ordinary  shares of 2  pence 
per share. The  share interests  were acquired  by the  Director from  Appleby 
Trust (Jersey) Limited (the "EBT Trustee")  in shares already held by the  EBT 
Trustee; no rights to acquire newly  issued ordinary shares have been  created 
and accordingly this acquisition  of beneficial interests  does not, and  will 
not, dilute shareholders.

                                    Number of interests in  Total interests in
Name                Position        ordinary shares         JSOS following
                                    acquired                acquisition
Duncan Tatton-Brown Chief Financial 1,465,000               1,465,000

This acquisition formalises Duncan  Tatton-Brown's participation in the  JSOS, 
the key  terms  of  which  had  been  agreed in  June  2012  as  part  of  his 
remuneration package.

The JSOS is  a shareholder  approved share  ownership scheme  under which  its 
participants (including all of the Executive Directors of Ocado) and Greenwood
Nominees Limited  on  behalf  of  the EBT  Trustee  hold  separate  beneficial 
interests in Ocado ordinary shares. The shares to which these interests relate
are already held in the Ocado employee  benefit trust for the purposes of  the 
JSOS (and subject to the rules of the JSOS).

The beneficial  interests in  ordinary  shares acquired  by the  Director  are 
divided into two tranches, the first of 365,000 share interests which vest  in 
2013 and the second of 1,100,000 share  interests which vest in 2014. The  EBT 
Trustee's interest in  each Ocado ordinary  share held under  the JSOS is  the 
value up to a specified price for  the tranche of which that share forms  part 
(the "Hurdle"). The  participant's interest is  the excess in  value over  the 
Hurdle. Each  tranche  vests in  the  year  indicated, normally  only  if  the 
relevant participant remains employed by Ocado. The Hurdles for each  tranche 
are as follows:

Tranche Vesting Hurdle
1       2013    £1.70
2       2014    £1.80

Duncan Tatton-Brown's beneficial interests in  the Ocado ordinary shares  were 
acquired for £15,943.20. For the purposes of DTR3.1.3, the above  transactions 
took place in the United Kingdom on 1 November 2012.


Company Secretary
Ocado Group plc
Titan Court
3 Bishops Square
Hatfield Business Park
Hatfield, Hertfordshire AL10 9NE
Fax: +44 (0)1707 227 997

                     This information is provided by RNS
           The company news service from the London Stock Exchange


RDSUASNRUAAARAA -0- Nov/01/2012 18:09 GMT
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