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Marks & Spencer Group PLC
Director's Dealing • Jul 7, 2023
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Director's Dealing
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National Storage Mechanism | Additional information 
RNS Number : 3960F
Marks and Spencer Group PLC
07 July 2023
Director/PDMR Shareholding
Marks and Spencer Group plc (the 'Company') announces that on 5 July 2023 and 7 July 2023 it was notified of the following transactions in the Company's Ordinary 1p shares undertaken by directors / persons discharging managerial responsibility ('PDMRs'):
1. Performance Share Plan Award 2023/24
The Performance Share Plan ('PSP') continues to be the Company's primary long-term incentive plan for executives. As a result, awards under the PSP were made on 5 July 2023 to five PDMRs of the Company.
These awards were granted as conditional shares, the vesting of which is subject to the continued employment of the participant and satisfaction of certain performance conditions, as disclosed in the Company's 2023 Annual Report published on 6 June 2023. Specifically, the vesting of the award will depend on relative Total Shareholder Return (TSR), the Company's adjusted Earnings Per Share (EPS), Return on Capital Employed (ROCE) and strategic measures 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, making a total period of five years post grant. The value of dividends accrued, in the form of dividend equivalents, will be paid at the point of vesting, based on the number of vested shares. No consideration was paid for the grant of the award. For the purposes of this award, the five-day average share price immediately preceding the date of grant of £1.924 was used.
2. Deferred Share Bonus Plan Award 2022/23
As reported within the Company's 2023 Annual Report, a bonus is being paid to all eligible colleagues under the Company's Annual Bonus Scheme for 2022/23. Individuals were required to defer 50% of their bonus earned into shares under the Marks and Spencer Group Deferred Share Bonus Plan ('DSBP'). As a result, awards under the DSBP were made to the same five PDMRs of the Company on 5 July 2023.
These awards were granted as conditional share awards vesting three years from the date of grant. The value of dividends accrued, in the form of dividend equivalents, will be paid at the point of vesting. No consideration was paid for the grant of the award. For the purposes of this award, the five-day average share price immediately preceding the date of grant of £1.924 was used.
| PDMR | PSP shares granted | DSBP shares granted |
| S Machin | 1,039,501 | 329,582 |
| K Bickerstaffe | 974,532 | 300,970 |
| R Price | 621,800 | 178,401 |
| S Berendji | 503,222 | 139,832 |
| A Freudmann | 623,700 | 53,872 |
3. Restricted Share Plan Award
Jeremy Townsend joined the business on an interim basis as Chief Finance Officer in January 2023. As reported in the Company's 2023 Annual Report, Jeremy will now remain with the Company until May 2025. As a result, an award of 311,850 shares under the Company's Restricted Share Plan ('RSP') was granted to Jeremy on 5 July 2023.
The award was granted as a conditional share award and will vest on 27 May 2025. 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 point of vesting. No consideration was paid for the grant of the award. For the purposes of this award, the five-day average share price immediately preceding the date of grant of £1.924 was used.
4. Performance Share Plan 2020/21
Vesting of awards granted on 6 July 2020 to four PDMRs under the Company's PSP, (details of which were announced on 6 July 2020), and subsequent sale of shares to satisfy the tax and National Insurance liabilities arising as set out below.
The Company requires Stuart Machin and Katie Bickerstaffe to have an equity position equivalent to 250% of salary and Richard Price and Sacha Berendji to have an equity position of 100% of salary within 5 years of appointment.
| PDMR | Shares vesting on 6 July 2023 | Shares sold to cover tax and NI | Shares retained by individual |
| S Machin | 463,895 | 220,095 | 243,800 |
| K Bickerstaffe | 371,116 | 176,076 | 195,040 |
| R Price | 410,368 | 194,699 | 215,669 |
| S Berendji | 306,884 | 145,601 | 161,283 |
The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulations.
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
S Machin
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Award of conditional shares pursuant to the Marks and Spencer Performance Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group Deferred Share Bonus Plan.
c)
Price(s) and volume(s)
1. PSP Award
| Price(s) | Volume(s) |
| Nil-cost | 1,039,501 |
2. DSBP Award
| Price(s) | Volume(s) |
| Nil-cost | 329,582 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
1. PSP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 1,039,501 | £0.00 |
2. DSBP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 329,582 | £0.00 |
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Vesting of 463,895 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 220,095 shares acquired under the 2020/21 PSP award to cover the tax and NI liability, with 243,800 shares retained.
c)
Price(s) and volume(s)
3. Vesting
| Price(s) | Volume(s) |
| £0.01 | 463,895 |
4. Sale
| Price(s) | Volume(s) |
| £1.9018 | 220,095 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
3. Vesting
| Price(s) | Volume(s) | Total |
| £0.01 | 463,895 | £4,638.95 |
4. Sale
| Price(s) | Volume(s) | Total |
| £1.9018 | 220,095 | £418,576.67 |
e)
Date of the transaction
2023-07-06
f)
Place of the transaction
London Stock Exchange, Main Market (XLON)
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
K Bickerstaffe
2
Reason for the notification
a)
Position/status
PDMR (Co-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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Award of conditional shares pursuant to the Marks and Spencer Performance Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group Deferred Share Bonus Plan.
c)
Price(s) and volume(s)
1. PSP Award
| Price(s) | Volume(s) |
| Nil-cost | 974,532 |
2. DSBP Award
| Price(s) | Volume(s) |
| Nil-cost | 300,970 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
1. PSP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 974,532 | £0.00 |
2. DSBP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 300,970 | £0.00 |
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Vesting of 371,116 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 176,076 shares acquired under the 2020/21 PSP award to cover the tax and NI liability, with 195,040 shares retained.
c)
Price(s) and volume(s)
3. Vesting
| Price(s) | Volume(s) |
| £0.01 | 371,116 |
4. Sale
| Price(s) | Volume(s) |
| £1.9018 | 176,076 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
3. Vesting
| Price(s) | Volume(s) | Total |
| £0.01 | 371,116 | £3,711.16 |
4. Sale
| Price(s) | Volume(s) | Total |
| £1.9018 | 176,076 | £334,861.34 |
e)
Date of the transaction
2023-07-06
f)
Place of the transaction
London Stock Exchange, Main Market (XLON)
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
R Price
2
Reason for the notification
a)
Position/status
PDMR (Managing Director of Clothing & Home)
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Award of conditional shares pursuant to the Marks and Spencer Performance Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group Deferred Share Bonus Plan.
c)
Price(s) and volume(s)
1. PSP Award
| Price(s) | Volume(s) |
| Nil-cost | 621,800 |
2. DSBP Award
| Price(s) | Volume(s) |
| Nil-cost | 178,401 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
1. PSP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 621,800 | £0.00 |
2. DSBP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 178,401 | £0.00 |
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Vesting of 410,368 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 194,699 shares acquired under the 2020/21 PSP award to cover the tax and NI liability, with 215,669 shares retained .
c)
Price(s) and volume(s)
3. Vesting
| Price(s) | Volume(s) |
| £0.01 | 410,368 |
4. Sale
| Price(s) | Volume(s) |
| £1.9018 | 194,699 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
3. Vesting
| Price(s) | Volume(s) | Total |
| £0.01 | 410,368 | £4,103.68 |
4. Sale
| Price(s) | Volume(s) | Total |
| £1.9018 | 194,699 | £370,278.56 |
e)
Date of the transaction
2023-07-06
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 (Operations 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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Award of conditional shares pursuant to the Marks and Spencer Performance Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group Deferred Share Bonus Plan.
c)
Price(s) and volume(s)
1. PSP Award
| Price(s) | Volume(s) |
| Nil-cost | 503,222 |
2. DSBP Award
| Price(s) | Volume(s) |
| Nil-cost | 139,832 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
1. PSP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 503,222 | £0.00 |
2. DSBP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 139,832 | £0.00 |
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Vesting of 306,884 shares awarded under the 2020/21 Performance Share Plan.
4. Subsequent sale of 145,601 shares acquired under the 2020/21 PSP award to cover the tax and NI liability, with 161,283 shares retained.
c)
Price(s) and volume(s)
3. Vesting
| Price(s) | Volume(s) |
| £0.01 | 306,884 |
4. Sale
| Price(s) | Volume(s) |
| £1.9018 | 145,601 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
3. Vesting
| Price(s) | Volume(s) | Total |
| £0.01 | 306,884 | £3,068.84 |
4. Sale
| Price(s) | Volume(s) | Total |
| £1.9018 | 145,601 | £276,903.98 |
e)
Date of the transaction
2023-07-06
f)
Place of the transaction
London Stock Exchange, Main Market (XLON)
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
A Freudmann
2
Reason for the notification
a)
Position/status
PDMR (Managing Director of Food)
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
- Award of conditional shares pursuant to the Marks and Spencer Performance Share Plan.
2. Award of conditional shares pursuant to the Marks and Spencer Group Deferred Share Bonus Plan.
c)
Price(s) and volume(s)
1. PSP Award
| Price(s) | Volume(s) |
| Nil-cost | 623,700 |
2. DSBP Award
| Price(s) | Volume(s) |
| Nil-cost | 53,872 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
1. PSP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 623,700 | £0.00 |
2. DSBP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 53,872 | £0.00 |
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
1
Details of the person discharging managerial responsibilities/person closely associated
a)
Name
J Townsend
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 1p shares
ISIN: GB0031274896
b)
Nature of the transaction
Award of conditional shares pursuant to the Marks and Spencer Restricted Share Plan.
c)
Price(s) and volume(s)
RSP Award
| Price(s) | Volume(s) |
| Nil-cost | 311,850 |
d)
Aggregated information
| - | Aggregated volume |
| - | Price |
RSP Award
| Price(s) | Volume(s) | Total |
| Nil-cost | 311,850 | £0.00 |
e)
Date of the transaction
2023-07-05
f)
Place of the transaction
Grant of conditional shares outside a trading venue
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