FDM Group (Holdings) PLC

Director's Dealing • Jun 4, 2025

National Storage Mechanism | Additional information

RNS Number : 4876L

FDM Group (Holdings) plc

04 June 2025

4 June 2025

FDM GROUP (HOLDINGS) PLC

Director / PDMR Shareholding

FDM Group (Holdings) Plc ("FDM" or the "Company"), a global professional services provider with a focus on Information Technology, announces that on 3 June 2025, each of the Executive Directors named below:

(i)         exercised options over ordinary shares of £0.01 each in the capital of the Company ("Shares") which had been granted under the FDM Group (Holdings) Plc Performance Share Plan 2014 ("PSP"); and

(ii)           sold some of the Shares arising on the exercise of the PSP options for £2.2575 per Share; and

(iii)          retained the balance of the Shares arising on the exercise of the PSP options.

The PSP options exercised by each Executive Director were granted on 24 December 2020 and had an exercise price of £0.01 per Share. The PSP options vested in March 2023 but were subject to a post-vesting holding period of two years during which the Executive Directors were not entitled to exercise the PSP options. The holding period ended on 19 March 2025, following which the PSP options were released to the Executive Directors for exercise.

In line with the Company's Directors' Remuneration Policy, each Executive Director has also been awarded additional shares, at nil consideration, representing the post-tax value of a payment equivalent to dividends which they would have been eligible to receive during the holding period, if they had been permitted to exercise the PSP options immediately on vesting ("Dividend Equivalent Shares").  

PSP options were exercised and Shares sold as referred to in the following table.

Name of Executive Director	Number of Shares over which PSP option exercised	Number of Shares sold for £2.2575 per share	Number of Shares retained	Number of Dividend Equivalent Shares awarded at nil cost	Total number of shares retained
Roderick Flavell (Chief Executive Officer)	29,000	13,116	15,884	4,049	19,933
Sheila Flavell (Chief Operating Officer)	29,000	13,116	15,884	4,049	19,933
Andrew Brown (Chief Commercial Officer)	29,000	13,699	15,301	3,902	19,203
Michael McLaren (Chief Financial Officer)	29,000	13,699	15,301	3,902	19,203

The notifications below, made pursuant to Article 19 of Regulation (EU) No 596/2014 on Market Abuse, provide further information about these transactions.

1

Details of the person discharging managerial responsibilities / person closely associated

(a)

Name

(i) Roderick Flavell

(ii) Sheila Flavell

(iii) Andrew Brown

(iv) Michael McLaren

2

Reason for the notification

(a)

Position/Status

(i) Chief Executive Officer

(ii) Chief Operating Officer

(iii) Chief Commercial Officer

(iv) Chief Financial Officer

(b)

Initial notification / Amendment

Initial notification

3

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

(a)

Name

FDM Group (Holdings) Plc

(b)

LEI

213800YR62D7GUZLMZ71

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 £0.01 each

ISIN: GB00BLWDVP51

(b)

Nature of the transaction

Exercise of options to acquire ordinary shares of £0.01 each

(c)

Price(s) and volume(s)

Name	(a) Number of Ordinary Shares acquired pursuant to PSP option	(b) Per share exercise price of PSP option
(i) Roderick Flavell	29,000	£0.01
(ii) Sheila Flavell	29,000	£0.01
(iii) Andrew Brown	29,000	£0.01
(iv) Michael McLaren	29,000	£0.01

(d)

Aggregated Information

- Aggregated Volume

- Price

N/A

(e)

Date of the Transaction

3 June 2025

(f)

Place of the Transaction

Outside a trading venue

Name of authorised official of issuer responsible for making notification:

Mark Heather, Company Secretary, FDM Group (Holdings) Plc

1

Details of the person discharging managerial responsibilities / person closely associated

(a)

Name

(i) Roderick Flavell

(ii) Sheila Flavell

(iii) Andrew Brown

(iv) Michael McLaren

2

Reason for the notification

(a)

Position/Status

(i) Chief Executive Officer

(ii) Chief Operating Officer

(iii) Chief Commercial Officer

(iv) Chief Financial Officer

(b)

Initial notification / Amendment

Initial notification

3

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

(a)

Name

FDM Group (Holdings) Plc

(b)

LEI

213800YR62D7GUZLMZ71

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 £0.01 each

ISIN: GB00BLWDVP51

(b)

Nature of the transaction

Sale of ordinary shares of £0.01 each acquired pursuant to the exercise of options

(c)

Price(s) and volume(s)

Name	(a) Number of Ordinary Shares sold	(b) Per share sale price
(i) Roderick Flavell	13,116	£2.2575
(ii) Sheila Flavell	13,116	£2.2575
(iii) Andrew Brown	13,699	£2.2575
(iv) Michael McLaren	13,699	£2.2575

(d)

Aggregated Information

- Aggregated Volume

- Price

N/A

(e)

Date of the Transaction

3 June 2025

(f)

Place of the Transaction

London Stock Exchange.

Name of authorised official of issuer responsible for making notification:

Mark Heather, Company Secretary, FDM Group (Holdings) Plc

1

Details of the person discharging managerial responsibilities / person closely associated

(a)

Name

(i) Roderick Flavell

(ii) Sheila Flavell

(iii) Andrew Brown

(iv) Michael McLaren

2

Reason for the notification

(a)

Position/Status

(i) Chief Executive Officer

(ii) Chief Operating Officer

(iii) Chief Commercial Officer

(iv) Chief Financial Officer

(b)

Initial notification / Amendment

Initial notification

3

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

(a)

Name

FDM Group (Holdings) Plc

(b)

LEI

213800YR62D7GUZLMZ71

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 £0.01 each

ISIN: GB00BLWDVP51

(b)

Nature of the transaction

Acquisition of ordinary shares of £0.01 as a "dividend equivalent" award in respect of an exercised option.

(c)

Price(s) and volume(s)

Name	(a) Number of Ordinary Shares sold	(b) Per share sale price
(i) Roderick Flavell	4,049	£ nil
(ii) Sheila Flavell	4,049	£ nil
(iii) Andrew Brown	3,902	£ nil
(iv) Michael McLaren	3,902	£ nil

(d)

Aggregated Information

- Aggregated Volume

- Price

N/A

(e)

Date of the Transaction

3 June 2025

(f)

Place of the Transaction

Outside a trading venue

Name of authorised official of issuer responsible for making notification:

Mark Heather, Company Secretary, FDM Group (Holdings) Plc

Contacts

Mark Heather, Company Secretary	020 3056 8240

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