FDM Group (Holdings) PLC

Remuneration Information • Jun 4, 2018

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RNS Number : 2355Q

FDM Group (Holdings) plc

04 June 2018

4 June 2018

FDM Group (Holdings) plc

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

PSP Award - 1 June 2018

On 1 June 2018 FDM Group (Holdings) plc ("FDM") granted awards over ordinary shares in the Company under the FDM 2014 Performance Share Plan (the "PSP"), as noted below. 

The vesting of the awards is subject to the achievement of a performance condition based upon the annual compound growth in FDM's earnings per share over the three-year performance period commencing with FDM's 2018 financial year.  Ordinarily, the awards and options will vest (subject to the achievement of the performance condition) following the announcement of FDM's results for its 2020 financial year.

Other than in the case of Jonathan Young, the awards have been structured as "Approved PSP" ("APSP") awards to take account of potential tax advantages for the participants and FDM. Each APSP award consists of a tax qualifying option under the FDM Company Share Option Plan (the "CSOP") over shares with a value of up to £30,000 and with an exercise price of £10.21 per share, a "Linked Award" under the PSP which is principally a funding award to fund the exercise price of the CSOP option and a separate award under the PSP in respect of the balance of the value of the award above £30,000, as noted below.  

Jonathan Young is not eligible to receive an award under the CSOP and, accordingly, has received only an award under the PSP

Each award (including the Linked Awards) under the PSP has been granted in the form of an option with an exercise price per share of £0.01. 

Name	Number of shares subject to PSP award	Number of shares subject to CSOP option	Maximum number of shares subject to Linked Award*
Executive Directors
Rod Flavell	15,562	2,938	2,938
Sheila Flavell	15,562	2,938	2,938
Andy Brown	15,562	2,938	2,938
Mike McLaren	15,562	2,938	2,938
Other Senior Managers
Jonathan Young	18,500	N/A	N/A
Stewart Sharman	4,312	2,938	2,938

*Each Linked Award is principally to fund the exercise price of the CSOP option. If the CSOP option is exercised at a gain, the Linked Award will be exercisable over such number of shares as have a market value at the date of exercise equal to the aggregate exercise price of the CSOP option. If the CSOP option is not capable of exercise at a gain and is released, the Linked Award may be exercised in respect of the number of shares in respect of which it vests.

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

1

Details of the person discharging managerial responsibilities / person closely associated

(a)

Name

(i) Rod Flavell

(ii) Sheila Flavell

(iii) Andy Brown

(iv) Mike McLaren

(v) Jonathan Young

(vi) Stewart Sharman

2

Reason for the notification

(a)

Position/Status

(i) Chief Executive Officer

(ii) Chief Operating Officer

(iii) Chief Commercial Officer

(iv) Chief Financial Officer

(v) Chief Information Officer

(vi) Senior Manager

(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

ISIN: GB00BLWDVP51

(b)

Nature of the transaction

Grant of awards over ordinary shares

(c)

Price(s) and volume(s)

Name	Price	Number of ordinary shares subject to PSP award	Number of ordinary shares subject to CSOP option	Maximum number of ordinary shares subject to Linked Award
Rod Flavell	Nil	15,562	2,938	2,938
Sheila Flavell	Nil	15,562	2,938	2,938
Andy Brown	Nil	15,562	2,938	2,938
Mike McLaren	Nil	15,562	2,938	2,938
Jonathan Young	Nil	18,500	N/A	N/A
Stewart Sharman	Nil	4,312	2,938	2,938

(d)

Aggregated Information

- Aggregated Volume

- Price

Name	Number of ordinary shares subject to awards in total
Rod Flavell	21,438
Sheila Flavell	21,438
Andy Brown	21,438
Mike McLaren	21,438
Jonathan Young	18,500
Stewart Sharman	10,188

N/A

(e)

Date of the Transaction

1 June 2018

(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

Enquiries:

FDM	Mike McLaren - Chief Financial Officer	0203 056 8240
Weber Shandwick	Nick Oborne / Tom Jenkins	020 7067 0000

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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