BAE Systems PLC

Transaction in Own Shares • Mar 27, 2020

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RNS Number : 9448H

BAE SYSTEMS PLC

27 March 2020

BAE Systems Long Term incentive Plan ("LTIP")

1.  BAE Systems plc announces that on 25 March 2020 it made the following awards over ordinary shares of 2.5p each in BAE Systems plc under the LTIP to the Persons Discharging Managerial Responsibilities ("PDMRs") specified below.

In recent weeks, the Company's share price has, to some extent, reflected the uncertain market conditions caused by the coronavirus pandemic.  Consequently, having regard to the share price at grant, the Remuneration Committee has retained the ability to exercise its discretion to ensure that the value of the awards at vesting is appropriate.

1.1   Share Options, at an option price of 4.851 pence per share:

Name of PDMR	Number of shares granted under option
David Armstrong	69,264
Christopher Boardman	121,231
Philip Bramwell	148,051
Karin Hoeing	181,847
Benjamin Hudson	139,146
Glynn Phillips	105,751
Mark Phillips	37,105
Julian Cracknell	68,777

1.2     Performance Shares granted in the form of nil cost options:

Name of PDMR	Number of shares granted under option
David Armstrong	69,264
Christopher Boardman	121,231
Philip Bramwell	148,051
Karin Hoeing	181,847
Benjamin Hudson	242,218
Glynn Phillips	105,751
Mark Phillips	37,105
Bradley Greve	421,253
Charles Woodburn	747,474
Julian Cracknell	68,777
Tom Arseneault	423,988

1.3     Restricted Shares granted in the form of conditional awards:

Name of PDMR	Number of shares under award
Thomas Arseneault	213,416

2.  In addition, on 25 March 2020, the following PDMRs acquired ordinary 2.5p shares derived from performance share awards granted in 2015 under the Company's LTIP at nil consideration; and a number of the shares were subsequently sold to cover tax liability.

The details of these transactions, which took place on the London Stock Exchange are specified below:

2.1     Performance Shares granted in the form of nil cost options:

	Number of shares exercised	Number of shares sold
Thomas Arseneault	11,884	5,374
Jerry DeMuro	27,461	12,417

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

David Armstrong

2

Reason for the notification

a)

Position/status

Group Business Development Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share;

·    Performance Shares in the form of a conditional award;

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	69,278
Performance Shares	Nil consideration	69,264
Total:		138,528

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 138,556 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Tom Arseneault

2

Reason for the notification

a)

Position/status

President & Chief Operating Officer, BAE Systems Inc

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Performance Shares in the form of a conditional award; and

·    Restricted Shares in the form of a conditional award.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Performance Shares	Nil consideration	423,988
Restricted Shares	Nil consideration	213,416
Total:		637,404

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 637,404 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Tom Arseneault

2

Reason for the notification

a)

Position/status

President & Chief Operating Officer, BAE Systems Inc

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Acquisition of performance shares under the Long Term Incentive Plan, and the subsequent disposal of some of those shares and retention of the balance of shares.

c)

Price(s) and volume(s)

	Price	Volume
Acquisition of shares on release of share awards	Nil	11,884
Sale of shares to satisfy tax  liabilities	£4.910	5,374
Shares retained		6,510

d)

Aggregated information

- Aggregated volume

- Price

Acquisition Volume:  11,884 Price GBP:  Nil
Shares sold (to satisfy tax liabilities) Volume:  5,374 Price GBP:  £26,386.88

e)

Date of the transaction

2020-03-25

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Christopher Boardman

2

Reason for the notification

a)

Position/status

Group Managing Director, Air

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share; and

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	121,231
Performance Shares	Nil consideration	121,231
Total:		242,462

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 242,462 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Philip Bramwell

2

Reason for the notification

a)

Position/status

Group General Counsel

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share; and

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	148,051
Performance Shares	Nil consideration	148,051
Total:		296,102

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 296,102 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Karin Hoeing

2

Reason for the notification

a)

Position/status

Group Human Resources Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share; and

·    Performance Shares in the form of a nil-cost option.

·   

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	181,847
Performance Shares	Nil consideration	181,847
Total:		363,694

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 363,694 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

XLON - London Stock Exchange

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Julian Cracknell

2

Reason for the notification

a)

Position/status

Managing Director, Applied Intelligence

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share; and

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	68,777
Performance Shares	Nil consideration	68,777
Total:		137,554

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 137,554 shares

£00.00

e)

Date of the transaction

Award made on 2019-03-20

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Jerry DeMuro

2

Reason for the notification

a)

Position/status

Chief Executive Officer, BAE Systems Inc and Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Acquisition of performance shares under the Long Term Incentive Plan, and the subsequent disposal of some of those shares and retention of the balance of shares.

c)

Price(s) and volume(s)

	Price	Volume
Acquisition of shares on release of share awards	Nil	27,461
Sale of shares to satisfy tax  liabilities	£4.910	12,417
Shares retained		15,044

d)

Aggregated information

- Aggregated volume

- Price

Acquisition Volume:  27,461 Price GBP:  Nil
Shares sold (to satisfy tax liabilities) Volume:  12,417 Price GBP:  £60,968.71

e)

Date of the transaction

2020-03-25

f)

Place of the transaction

London Stock Exchange

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Benjamin Hudson

2

Reason for the notification

a)

Position/status

Chief Technology Officer

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share; and

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	139,146
Performance Shares	Nil consideration	242,218
Total:		381,364

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 381,364 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Glyn Phillips

2

Reason for the notification

a)

Position/status

Group Managing Director Maritime and Land UK

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share; and

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	105,751
Performance Shares	Nil consideration	105,751
Total:		211,502

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 211,502 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Mark Phillips

2

Reason for the notification

a)

Position/status

Group Communications Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Share Options at an option price of £4.851 per share; and

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Share Options	Nil consideration	37,105
Performance Shares	Nil consideration	37,105
Total:		74,210

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 74,210 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Bradley Greve

2

Reason for the notification

a)

Position/status

Group Finance Director Designate

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Performance Shares	Nil consideration	421,253

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 421,253 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Charles Woodburn

2

Reason for the notification

a)

Position/status

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

BAE Systems plc

b)

LEI

8SVCSVKSGDWMW2QHOH83

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 shares of 2.5p each in BAE Systems plc

GB0002634946

b)

Nature of the transaction

Award of shares under the LTIP:

·    Performance Shares in the form of a nil-cost option.

c)

Price(s) and volume(s)

Award	Price(s)	Volume(s)
Performance Shares	Nil consideration	747,474
Total:		747,474

d)

Aggregated information

- Aggregated volume

- Price

Aggregated volume: 747,474 shares

£00.00

e)

Date of the transaction

Award made on 2020-03-25

f)

Place of the transaction

-

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