Turismo
Director/PDMR Shareholding
Stagecoach Group plc (“Stagecoach” or the “Company”)
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility
Vesting of awards under the Stagecoach 20 1 3 Executive Participation Plan (the “EPP”) and Stagecoach Restricted Share Plan (the “RSP”)
Acceptance of recommended all cash offer
made by Inframobility UK Bidco Limited (“Bidco” or “the Offeror” )
On 9 March 2022, the board of directors of Bidco announced that they had reached agreement on the terms of a recommended all cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Stagecoach (the “ Offer ”). On 20 May 2022, Bidco announced that the Offer had become unconditional in all respects (the “ Unconditional Announcement ”).
Certain awards made under the EPP and RSP vest if a person obtains control of the Company as a result of a general offer to acquire the capital of the Company, which becomes unconditional. Following the Unconditional Announcement, these awards have vested.
The Stagecoach Directors who hold shares in the Company gave irrevocable undertakings in favour of an earlier proposed all-share combination with National Express Group plc. However, now that the proposal from National Express Group plc has lapsed, those undertakings cease to have any effect and the Directors have submitted Offer acceptances in respect of the shares transferred to them following the vesting of awards under the EPP and the RSP referred to above, in respect of shares held under the HM Revenue and Customs tax-advantaged Stagecoach Group plc 2011 Share Incentive Plan (“ BAYE Scheme ”) and have submitted, or will shortly submit, Offer acceptances in respect of shares already held.
Vesting of EPP awards
EPP Deferred Share Awards are conditional awards over Ordinary Shares of 125/228 p in the Company (“ Deferred Shares ”) together with an entitlement to an additional number of Deferred Shares equivalent to any dividends that would have been paid on the shares throughout the vesting period. Awards made to the following Directors and for the following numbers of Deferred Share Awards accordingly vested on 23 May 2022 pursuant to which an equivalent number of Ordinary Shares of 125/228 p (“ Ordinary Shares ”) were transferred to each of the below Directors. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.
Vesting of RS P awards
RSP Awards are a conditional entitlement to Ordinary Shares together with an entitlement to an additional number of Ordinary Shares equivalent to any dividends that would have been paid on the Ordinary Shares throughout the vesting period of the RSP Awards. RSP Awards vest in an amount pro rata to the proportion of the elapsed vesting period up to the date on which a person obtains control of the Company as a result of a general offer to acquire the Ordinary Shares. RSP Awards made to the following Directors and for the following numbers of Ordinary Shares accordingly vested on 23 May 2022 and a number of Ordinary Shares were transferred to each of the Directors as indicated in the table below. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.
Ordinary Shares held under the BAYE Scheme
The BAYE Scheme allows the purchase of Ordinary Shares to be held as "Partnership Shares" by, and provides for the award of "Matching Shares" and "Dividend Shares" to, executive directors and employees of Stagecoach (“ BAYE Shares ”). Following the Unconditional Announcement, each of the following Directors has elected that the BAYE Scheme trustee should accept the Offer in respect of the BAYE Shares held by him, following which the Offer consideration for the shares will be transferred to him.
Acceptance of Offer in respect of shares currently held
The following Directors and their connected persons have accepted the Offer, or will shortly accept the Offer, and will be paid the Offer consideration in respect of the number of Ordinary Shares set out below currently held by them:
The information set out below is provided in accordance with the requirements of the Market Abuse Regulation 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.
For further information, please contact:
Analysts
Martin Griffiths, Chief Executive 01738 442111
Ross Paterson, Finance Director 07714 667 897
Media
Steven Stewart, Director of Corporate Communications 07764 774 680
25 May 2022
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti