Costain Group PLC (the
Company)
9 April
2024
GRANT OF SHARE PLAN
AWARDS
Costain announces the following
grants of share awards to Alex Vaughan, chief executive officer,
and Helen Willis, chief financial officer.
A. SHARE DEFERRAL PLAN
AWARDS
On 9 April 2024, awards have been
made under The Costain 2023 Share Deferral Plan (Share Deferral
Plan) over ordinary shares of 50p each in the Company in the form
of options with a nil exercise price (SDP Awards). An SDP Award was
granted to Alex Vaughan over 235,611 shares and Helen Willis over
195,656 shares, each representing deferral into shares of one third
of their 2023 Annual Incentive Plan earned. No consideration was
paid for the grant of the Awards.
The SDP Awards will normally become
exercisable on the second anniversary of the grant date subject to
the rules of the Share Deferral Plan. To the extent that all or any
part of the SDP Awards become exercisable, they will remain
exercisable until the tenth anniversary of the date of grant
provided the individual remains an employee or officer of the
Company.
B. LONG TERM INCENTIVE PLAN
AWARDS
Also on 9 April 2024, awards have
been made under The Costain 2023 Long Term Incentive Plan (LTIP)
over ordinary shares of 50p each in the Company in the form of
options with a nil exercise price (LTIP Awards). An LTIP Award was
granted to Alex Vaughan over 666,279* shares and to Helen Willis
over 553,359* shares, each representing 100% of salary. No
consideration was paid for the grant of the
Awards.
The Awards will normally vest three
years after grant, subject to the
satisfaction of performance conditions, but will not normally be
released (so that they can be exercised)
until the fifth anniversary of the
grant date (with no further performance conditions required after
vesting).
The vesting of the Awards is subject
to the satisfaction of performance conditions assessed over the
three financial years ending 31 December 2026. The Company's 2023
Directors' Remuneration Report included proposed performance
conditions which have now been finalised by the Remuneration
Committee of the Company and are unchanged.
The Remuneration Committee may
reduce the extent to which the LTIP Awards vest if the Committee
considers that any of the value at vesting represents a "windfall
gain", taking into account such factors as the Committee
determines.
The Notification of Dealing Forms
for both the SDP and the LTIP, set out further below, are provided
in accordance with the requirements of the Market Abuse
Regulation.
* Each of Alex Vaughan and
Helen Willis has also been granted a tax qualifying option over
77,519 shares, at a per share exercise price of £0.774 as part of
their LTIP Award. These tax qualifying options are linked to the
nil cost option such that, at the time of exercise, to the extent
that there is a gain in the tax qualifying option, the nil cost
option will be forfeited to the value of that gain.
Enquiries
Notification of Dealing Forms
|
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 50
PENCE EACH
ISIN: GB00B64NSP76
|
|
b)
|
Nature of the transaction
|
GRANT OF AN
OPTION UNDER THE COSTAIN 2023 SHARE DEFERRAL PLAN
(2024 SDP
GRANT)
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil cost
|
235,611
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
9 APRIL 2024
|
|
f)
|
Place of the transaction
|
OUTSIDE A TRADING VENUE
|
|
|
|
| |
|
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 50
PENCE EACH
ISIN: GB00B64NSP76
|
|
b)
|
Nature of the transaction
|
GRANT OF AN
OPTION UNDER THE COSTAIN 2023 SHARE DEFERRAL PLAN
(2024 SDP GRANT)
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil cost
|
195,656
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
|
e)
|
Date of the transaction
|
9 APRIL 2024
|
|
f)
|
Place of the transaction
|
OUTSIDE A TRADING VENUE
|
|
|
|
| |
|
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 50
PENCE EACH
ISIN: GB00B64NSP76
|
|
|
b)
|
Nature of the transaction
|
GRANT OF OPTIONS UNDER THE COSTAIN
2023 LONG TERM INCENTIVE PLAN (2024 LTIP GRANT)
|
|
|
c)
|
Price(s) and volume(s)
|
Nil cost option
|
Price(s)
|
Volume(s)
|
|
Nil cost
|
666,279
|
Tax qualifying option
|
Price(s)
|
Volume(s)
|
|
£0.774 (per Ordinary Share exercise
price)
|
77,519
|
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Options granted
over 743,798 shares in
total
N/A
|
|
|
e)
|
Date of the transaction
|
9 APRIL 2024
|
|
|
f)
|
Place of the transaction
|
OUTSIDE A TRADING VENUE
|
|
|
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 50
PENCE EACH
ISIN: GB00B64NSP76
|
|
b)
|
Nature of the transaction
|
GRANT OF OPTIONS UNDER THE COSTAIN
2023 LONG TERM INCENTIVE PLAN (2024 LTIP GRANT)
|
|
c)
|
Price(s) and volume(s)
|
Nil cost option
|
Price(s)
|
Volume(s)
|
|
Nil cost
|
553,359
|
Tax qualifying option
|
Price(s)
|
Volume(s)
|
|
£0.774 (per Ordinary Share exercise
price)
|
77,519
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Options granted over 630,878 shares in
total
N/A
|
|
e)
|
Date of the transaction
|
9 APRIL 2024
|
|
f)
|
Place of the transaction
|
OUTSIDE A TRADING VENUE
|
|
|
|
|
| |