Marks & Spencer Group PLC

Director's Dealing • Jun 26, 2019

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RNS Number : 5281D

Marks & Spencer Group PLC

26 June 2019

Director/PDMR Shareholding

Marks and Spencer Group plc (the 'Company') announces that on 25 June 2019 it was notified of the following transactions in the Company's Ordinary 25p shares undertaken by directors / persons discharging managerial responsibility ('PDMRs').

1.    Performance Share Plan Award 2019/20

As reported within the Company's Annual Report on 23 May 2019, the Performance Share Plan ('PSP') continues to be Marks & Spencer's primary long-term incentive plan for executives. As a result, awards under the PSP have been made to six PDMRs of the Company.

These awards were granted as conditional shares, the vesting of which is subject to the satisfaction of certain predetermined performance conditions, as well as the continued employment of the participant. Specifically, the vesting of the award will depend on relative Total Shareholder Return (TSR), the Company's Earnings Per Share (EPS) and Return on Capital Employed (ROCE) over a fixed three-year performance period starting on the first day of the financial year in which the award was granted. On vesting, the award is subject to an additional, mandatory two-year holding period. The value of dividends accrued, in the form of dividend equivalents, will be paid at the end of the period (third anniversary) based on the number of vested shares. No consideration was paid for the grant of the award and no price is payable on the exercise of the award. For the purposes of this award, the grant was made at a share price of £2.1206.

2.    2015 Deferred Share Bonus Plan

Exercise of options under the 2015 Deferred Share Bonus Plan ('DSBP') and subsequent sale of shares by three PDMRs and one person closely associated to a PDMR, as set out below.

3.    2015 Restricted Share Plan

Exercise of options under the 2015 Restricted Share Plan ('RSP') and subsequent sale of shares by one PDMR, as set out below.

The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.

1.    Performance Share Plan Award 2019/20

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

S Rowe

2

Reason for the notification

a)

Position/status

PDMR (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

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Award of options pursuant to the Marks and Spencer Group Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1206	983,801

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-25

f)

Place of the transaction

Grant of the options occurred outside a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

H Singer

2

Reason for the notification

a)

Position/status

PDMR (Chief Finance Officer)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Award of options pursuant to the Marks and Spencer Group Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1206	721,493

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-25

f)

Place of the transaction

Grant of the options occurred outside a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

S Berendji

2

Reason for the notification

a)

Position/status

PDMR (Retail, Operations & Property Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Award of options pursuant to the Marks and Spencer Group Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1206	405,545

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-25

f)

Place of the transaction

Grant of the options occurred outside a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

P Friston

2

Reason for the notification

a)

Position/status

PDMR (International Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Award of options pursuant to the Marks and Spencer Group Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1206	386,683

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-25

f)

Place of the transaction

Grant of the options occurred outside a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

S Machin

2

Reason for the notification

a)

Position/status

PDMR (Food Managing Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Award of options pursuant to the Marks and Spencer Group Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1206	584,740

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-25

f)

Place of the transaction

Grant of the options occurred outside a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

J McDonald

2

Reason for the notification

a)

Position/status

PDMR (Clothing, Home & Beauty Managing Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Award of options pursuant to the Marks and Spencer Group Performance Share Plan

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.1206	591,625

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-25

f)

Place of the transaction

Grant of the options occurred outside a trading venue

2.    2015 Deferred Share Bonus Plan

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

S Rowe

2

Reason for the notification

a)

Position/status

PDMR (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

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Exercise of 33,653 shares from the 2015 Deferred Share Bonus Plan, followed by the sale of 15,873 shares to cover the tax and NI liability, with 17,780 shares retained.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.052	33,653

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-24

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

S Berendji

2

Reason for the notification

a)

Position/status

PDMR (Retail, Operations & Property Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Exercise of 23,141 shares from the 2015 Deferred Share Bonus Plan, followed by the sale of 10,743 shares to cover the tax and NI liability, with 12,398 shares retained.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.049	23,141

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-24

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

P Friston

2

Reason for the notification

a)

Position/status

PDMR (International Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Exercise of 35,561 shares from the 2015 Deferred Share Bonus Plan, followed by the subsequent sale of all 35,561 shares.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.054	35,561

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-24

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

J Friston

2

Reason for the notification

a)

Position/status

Person closely associated with P Friston (PDMR - International Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Exercise of 1,062 shares from the 2015 Deferred Share Bonus Plan, followed by the subsequent sale of all 1,062 shares.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.052	1,062

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-24

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

3.    2015 Restricted Share Plan

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

S Machin

2

Reason for the notification

a)

Position/status

PDMR (Food Managing Director)

b)

Initial notification/Amendment

Initial notification

3

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

a)

Name

Marks and Spencer Group plc

b)

LEI

213800EJP14A79ZG1X44

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 25p shares

ISIN: GB0031274896

b)

Nature of the transaction

Exercise of 39,451 shares from the 2015 Restricted Share Plan, followed by the sale of 16,629 shares to cover the tax and NI liability, with 22,822 shares retained.

c)

Price(s) and volume(s)

Price(s)	Volume(s)
£2.0605	39,451

d)

Aggregated information

-	Aggregated volume

-	Price

n/a (single transaction)

e)

Date of the transaction

2019-06-24

f)

Place of the transaction

London Stock Exchange, Main Market (XLON)

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