COSTAIN GROUP PLC — Director's Dealing 2025

Jun 25, 2025

National Storage Mechanism | Additional information

RNS Number : 3964O

Costain Group PLC

25 June 2025

 

Costain Group PLC (the Company)

25 June 2025

DIRECTOR/PDMR/PCA DEALING

The Company announces that, following the exercise of share awards granted under the Company's 2014 Share Deferral Plan (SDP) and the Company's 2014 Long Term Incentive Plan (LTIP), Alex Vaughan, Chief Executive Officer, and Helen Willis, Chief Financial Officer, have exercised 751,810 and 458,662 options respectively on 20 June 2025 and sold 751,810 and 337,117 shares respectively at an average price of 143 pence per share on 20 and 24 June 2025.  353,352 and 215,572 shares respectively were sold to cover Tax and National Insurance (NI) (see b) below). 

(a)   Total Beneficial Holding of Shares

Following these transactions Alex and Helen have beneficial interests in the shares of the Company as follows:

Name of Director	Total beneficial holding of Shares held prior to the transactions detailed in section (b) below	Total beneficial holding of Shares held following the transactions detailed in section (b) below	Number of "qualifying" awards*	Value of total beneficial shareholding including qualifying awards* based on a share price of 144 pence per Share	Value of total beneficial shareholding including qualifying awards* expressed as a percentage of salary **
Alex Vaughan	570,737	570,737	895,095 (LTIP) 246,420 (SDP)	£2,465,643	460%
Helen Willis	132,248	253,793	728,048 (LTIP) 204,645 (SDP)	£1,708,540	385%

* Unexercised LTIPs post-performance period and unvested SDP options held, after projected income tax and NI liability

** The Director's Remuneration Report within the 2024 Annual Report and Accounts details t he Company's share ownership guidelines is two times salary (200%).

(b)        Exercise of LTIP and SDP awards and subsequent share disposals

Awards were granted under the Costain Group PLC 2014 LTIP to certain employees of the Company in 2020 including to Alex Vaughan on 7 October 2020 and to Helen Willis on 30 November 2020. The awards were granted in the form of options with a nil cost exercise price over a fixed number of Shares (the Awards). The Awards vested on 6 April 2025 and became exercisable until the tenth anniversary of the date of grant.

On 6 April 2023, awards were also granted under the Costain Group PLC 2014 SDP to certain Directors and employees of the Company. The awards were granted in the form of options with a nil cost exercise price over a fixed number of Shares (the Awards). The Awards vested on 6 April 2025 and became exercisable until the tenth anniversary of the date of grant.

On 24 June 2025, JTC Share Plan Trustees (Guernsey) Limited, as Trustee of the Costain Group Employee Benefit Trust, advised the Company that on 20 June 2025, Alex Vaughan and Helen Willis exercised their Awards to acquire the number of Shares and sold sufficient shares to satisfy their income tax and NI liability arising on exercise. Alex then sold his remaining balance of shares and Helen sold a number of her shares and transferred the remaining balance to her spouse, all as detailed in the table below.

Name of Director	Total number of Shares acquired on exercise of Awards)*	Exercise Price	Number of Shares sold to satisfy Tax and NI liabilities, at a price of 142 pence per share	Number of shares sold at a price of 144 pence per share	Number of Shares retained (by transfer to spouse)
Alex Vaughan	455,924 (LTIP) 295,886 (SDP)	Nil Nil	214,285 139,067	241,639 156,819	Nil Nil
Helen Wills	212,940 (LTIP) 245,722 (SDP)	Nil Nil	100,082 115,490	56,429 65,116	56,429 65,116

* including dividend shares accrued at vesting

Enquiries:

Investors and analysts Matt Jones, Costain	Matt.Jones@costain.com +44 (0) 7860 922 341
Financial media - Headland Andy Rivett-Carnac Charlie Twigg	costain@headlandconsultancy.com +44 (0) 7968 997365 +44 (0) 7946 494568

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.

Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")

a)

Name

ALEXANDER JOHN VAUGHAN

2.

Reason for the notification

a)

Position /status

CHIEF EXECUTIVE OFFICER/ PDMR

b)

Initial notification / amendment

INITIAL NOTIFICATION

3.

Details of the Issuer

a)

Name

COSTAIN GROUP PLC

b)

LEI code

213800PKIJBZ2EDTKC88

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 1 PENCE EACH

ISIN:  GB00B64NSP76

b)

Nature of the transaction

(1)  EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2020 LTIP GRANT)

(2)  SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES

(3)  SALE OF SHARES

c)

Price(s) and volume(s)

Price(s)	Volume(s)
(1)  Nil Cost	455,924
(2)  £1.42	214,285
(3)  £1.44	241,639

d)

Aggregated information

-  Aggregated volume

-  Price

(1)  Total number of Shares vested - 455,924

(2)  Total number of Shares sold to cover Tax and NI - 214,285

Total price - £304,284.70

(3)  Total number of Shares sold - 241,639

Total price - £347,960.16

e)

Date of the transaction

24 JUNE 2025

f)

Place of the transaction

(1)  and (2) OUTSIDE A TRADING VENUE

(3) XLON

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.

Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")

a)

Name

HELEN MARGARET WILLIS

2.

Reason for the notification

a)

Position /status

CHIEF FINANCIAL OFFICER/ PDMR

b)

Initial notification / amendment

INITIAL NOTIFICATION

3.

Details of the Issuer

a)

Name

COSTAIN GROUP PLC

b)

LEI code

213800PKIJBZ2EDTKC88

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 1 PENCE EACH

ISIN:  GB00B64NSP76

b)

Nature of the transaction

(1)  EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2020 LTIP GRANT)

(2)  SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES

(3)  SALE OF SHARES

(4)  TRANSFER OF SHARES TO SPOUSE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
(1)  Nil Cost	212,940
(2)  £1.42	100,082
(3)  £1.44	56,429
(4)  Nil Cost	56,429

d)

Aggregated information

-  Aggregated volume

-  Price

(1)  Total number of Shares vested - 212,940

(2)  Total number of Shares sold to cover Tax and NI - 100,082

Total price - £142,116.44

(3)  Total number of Shares sold - 56,429

Total price - £81,257.76

(4)  Total number of shares transferred to spouse - 56,429

Total price - Nil

e)

Date of the transaction

24 JUNE 2025

f)

Place of the transaction

(1), (2) and (4) OUTSIDE A TRADING VENUE

(3) XLON

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.

Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")

a)

Name

ALEXANDER JOHN VAUGHAN

2.

Reason for the notification

a)

Position /status

CHIEF EXECUTIVE OFFICER/ PDMR

b)

Initial notification / amendment

INITIAL NOTIFICATION

3.

Details of the Issuer

a)

Name

COSTAIN GROUP PLC

b)

LEI code

213800PKIJBZ2EDTKC88

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 1 PENCE EACH

ISIN:  GB00B64NSP76

b)

Nature of the transaction

(1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL PLAN (2023 SDP GRANT)

(2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES

(3) SALE OF SHARES

c)

Price(s) and volume(s)

Price(s)	Volume(s)
(1)                Nil Cost	295,886
(2)                £1.42	139,067
(3)                £1.44	156,819

d)

Aggregated information

-  Aggregated volume

-  Price

(1) Total number of Shares vested - 295,886

(2) Total number of Shares sold to cover Tax and NI - 139,067

Total price - £197,475.14

(3) Total number of Shares sold - 156,819

Total price - £225,819.36

e)

Date of the transaction

24 JUNE 2025

f)

Place of the transaction

(1)  and (2) OUTSIDE A TRADING VENUE

(3) XLON

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.

Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")

a)

Name

HELEN MARGARET WILLIS

2.

Reason for the notification

a)

Position /status

CHIEF FINANCIAL OFFICER/ PDMR

b)

Initial notification / amendment

INITIAL NOTIFICATION

3.

Details of the Issuer

a)

Name

COSTAIN GROUP PLC

b)

LEI code

213800PKIJBZ2EDTKC88

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 1 PENCE EACH

ISIN:  GB00B64NSP76

b)

Nature of the transaction

1)   EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL PLAN (2023 SDP GRANT)

2)   SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES

3)   SALE OF SHARES

4)   TRANSFER OF SHARES TO SPOUSE

c)

Price(s) and volume(s)

Price(s)	Volume(s)
(1)  Nil Cost	245,722
(2)  £1.42	115,490
(3)  £1.44	65,116
(4)  Nil Cost	65,116

d)

Aggregated information

-  Aggregated volume

-  Price

(1) Total number of Shares vested - 245,722

(2) Total number of Shares sold to cover Tax and NI - 115,490

Total price - £163,995.80

(3) Total number of Shares sold - 65,116

Total price - £93,767.04

(4) Total number of shares transferred - 65,116

Total price - Nil

e)

Date of the transaction

24 JUNE 2025

f)

Place of the transaction

(1), (2) and (4) OUTSIDE A TRADING VENUE

(3)  XLON

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.

Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")

a)

Name

HELEN MARGARET WILLIS/ COLIN JOHN KEANE

2.

Reason for the notification

a)

Position /status

PCA to CHIEF FINANCIAL OFFICER/ PDMR

b)

Initial notification / amendment

INITIAL NOTIFICATION

3.

Details of the Issuer

a)

Name

COSTAIN GROUP PLC

b)

LEI code

213800PKIJBZ2EDTKC88

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 1 PENCE EACH

ISIN:  GB00B64NSP76

b)

Nature of the transaction

TRANSFER OF SHARES FROM SPOUSE FOLLOWING EXERCISE OF VESTED LTIP AND SDP SHARES

c)

Price(s) and volume(s)

Price(s)	Volume(s)
Nil Cost	121,545

d)

Aggregated information

-  Aggregated volume

-  Price

Total number of shares from spouse - 121,545

Total price - Nil

e)

Date of the transaction

24 JUNE 2025

f)

Place of the transaction

OUTSIDE A TRADING VENUE

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