SGC Stagecoach Group plc

Director/PDMR Shareholding

Director/PDMR Shareholding

Stagecoach Group plc (“Stagecoach” or the “Company”)

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility

Vesting of awards under the Stagecoach 2013 Executive Participation Plan (the “EPP”) and Stagecoach Restricted Share Plan (the “RSP”)

Acceptance of recommended all cash offer made by Inframobility UK Bidco Limited (“Bidco” or “the Offeror”)

On 9 March 2022, the board of directors of Bidco announced that they had reached agreement on the terms of a recommended all cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Stagecoach (the “Offer”). On 20 May 2022, Bidco announced that the Offer had become unconditional in all respects (the “Unconditional Announcement”).

Certain awards made under the EPP and RSP vest if a person obtains control of the Company as a result of a general offer to acquire the capital of the Company, which becomes unconditional. Following the Unconditional Announcement, these awards have vested.

The Stagecoach Directors who hold shares in the Company gave irrevocable undertakings in favour of an earlier proposed all-share combination with National Express Group plc. However, now that the proposal from National Express Group plc has lapsed, those undertakings cease to have any effect and the Directors have submitted Offer acceptances in respect of the shares transferred to them following the vesting of awards under the EPP and the RSP referred to above, in respect of shares held under the HM Revenue and Customs tax-advantaged Stagecoach Group plc 2011 Share Incentive Plan (“BAYE Scheme”) and have submitted, or will shortly submit, Offer acceptances in respect of shares already held.

Vesting of EPP awards

EPP Deferred Share Awards are conditional awards over Ordinary Shares of 125/228thp in the Company (“Deferred Shares”) together with an entitlement to an additional number of Deferred Shares equivalent to any dividends that would have been paid on the shares throughout the vesting period. Awards made to the following Directors and for the following numbers of Deferred Share Awards accordingly vested on 23 May 2022 pursuant to which an equivalent number of Ordinary Shares of 125/228thp (“Ordinary Shares”) were transferred to each of the below Directors. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.

Name of directorRoleNumber of Deferred Shares vesting
Martin GriffithsChief Executive888,425
Ross PatersonFinance Director592,328

Vesting of RSP awards

RSP Awards are a conditional entitlement to Ordinary Shares together with an entitlement to an additional number of Ordinary Shares equivalent to any dividends that would have been paid on the Ordinary Shares throughout the vesting period of the RSP Awards. RSP Awards vest in an amount pro rata to the proportion of the elapsed vesting period up to the date on which a person obtains control of the Company as a result of a general offer to acquire the Ordinary Shares. RSP Awards made to the following Directors and for the following numbers of Ordinary Shares accordingly vested on 23 May 2022 and a number of Ordinary Shares were transferred to each of the Directors as indicated in the table below. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.

Name of directorRoleNumber of RSP Awards/ Ordinary Shares vesting
Martin GriffithsChief Executive294,405
Ross PatersonFinance Director196,285

Ordinary Shares held under the BAYE Scheme

The BAYE Scheme allows the purchase of Ordinary Shares to be held as "Partnership Shares" by, and provides for the award of "Matching Shares" and "Dividend Shares" to, executive directors and employees of Stagecoach (“BAYE Shares”). Following the Unconditional Announcement, each of the following Directors has elected that the BAYE Scheme trustee should accept the Offer in respect of the BAYE Shares held by him, following which the Offer consideration for the shares will be transferred to him.

Name of directorRoleNumber of BAYE Shares to be transferred
Martin GriffithsChief Executive9,042
Ross PatersonFinance Director9,042

Acceptance of Offer in respect of shares currently held

The following Directors and their connected persons have accepted the Offer, or will shortly accept the Offer, and will be paid the Offer consideration in respect of the number of Ordinary Shares set out below currently held by them:

 Name of Director







Role







Shares held







Ray O’TooleChairman18,000
Martin GriffithsChief Executive684,387
Ross PatersonFinance Director450,555
Gregor AlexanderSenior Independent Director10,406
Sir Brian SouterNon-Executive Director80,167,713
Karen ThomsonNon-Executive Director11,071
Lynne WeedallNon-Executive Director12,000

The information set out below is provided in accordance with the requirements of the Market Abuse Regulation 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Martin Griffiths
2Reason for the notification
a)Position/statusChief Executive
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionReceipt, for nil consideration, of 888,425 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan.
c)Price(s) and volume(s)Price(s)Volume(s)
Deferred Shares receivedNil consideration888,425
   
d)Aggregated information

— Aggregated volume

— Price




Not Applicable



e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Martin Griffiths
2Reason for the notification
a)Position/statusChief Executive
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Executive Participation Plan Deferred Award
c)Price(s) and volume(s)Price(s)Volume(s)
Deferred Shares sold105p888,425
   
d)Aggregated information

— Aggregated volume

— Price




888,425

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Ross Paterson
2Reason for the notification
a)Position/statusFinance Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionReceipt, for nil consideration, of 592,328 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan.
c)Price(s) and volume(s)Price(s)Volume(s)
Deferred Shares receivedNil consideration592,328
   
d)Aggregated information

— Aggregated volume

— Price




Not Applicable



e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Ross Paterson
2Reason for the notification
a)Position/statusFinance Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Executive Participation Plan Deferred Award
c)Price(s) and volume(s)Price(s)Volume(s)
Deferred Shares sold105p592,328
   
d)Aggregated information

— Aggregated volume

— Price




592,328

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Martin Griffiths
2Reason for the notification
a)Position/statusChief Executive
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionReceipt, for nil consideration, of 294,405 Ordinary shares on the vesting of awards under the Restricted Share Plan.
c)Price(s) and volume(s)Price(s)Volume(s)
Shares receivedNil consideration294,405
   
d)Aggregated information

— Aggregated volume

— Price




Not Applicable



e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Martin Griffiths
2Reason for the notification
a)Position/statusChief Executive
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Restricted Share Plan
c)Price(s) and volume(s)Price(s)Volume(s)
Shares transferred to Director sold under offer105p294,405
   
d)Aggregated information

— Aggregated volume

— Price




294,405

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Ross Paterson
2Reason for the notification
a)Position/statusFinance Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionReceipt, for nil consideration, of 196,285 Ordinary shares on the vesting of awards under the Restricted Share Plan.
c)Price(s) and volume(s)Price(s)Volume(s)
Shares receivedNil consideration196,285
   
d)Aggregated information

— Aggregated volume

— Price




Not Applicable



e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Ross Paterson
2Reason for the notification
a)Position/statusFinance Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Restricted Share Plan
c)Price(s) and volume(s)Price(s)Volume(s)
Shares transferred to Director sold under offer105p196,285
   
d)Aggregated information

— Aggregated volume

— Price




196,285

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Martin Griffiths
2Reason for the notification
a)Position/statusChief Executive
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of shares held under the Stagecoach 2011 Share Incentive Plan
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p9,042
   
d)Aggregated information

— Aggregated volume

— Price




9,042

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Ross Paterson
2Reason for the notification
a)Position/statusFinance Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of shares held under the Stagecoach 2011 Share Incentive Plan
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p9,042
   
d)Aggregated information

— Aggregated volume

— Price




9,042

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Ray O’Toole
2Reason for the notification
a)Position/statusChairman
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p18,000
   
d)Aggregated information

— Aggregated volume

— Price




18,000

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Martin Griffiths
2Reason for the notification
a)Position/statusChief Executive
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p684,387
   
d)Aggregated information

— Aggregated volume

— Price




684,387

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Ross Paterson
2Reason for the notification
a)Position/statusFinance Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p450,555
   
d)Aggregated information

— Aggregated volume

— Price




450,555

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Sir Brian Souter
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held on trust on behalf of children
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p404
   
d)Aggregated information

— Aggregated volume

— Price




404

105p
e)Date of the transaction23 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Karen Thomson
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p11,071
   
d)Aggregated information

— Aggregated volume

— Price




11,071

105p
e)Date of the transaction25 May 2022
f)Place of the transactionOutside a trading venue



1 Details of the person discharging managerial responsibilities/person closely associated
a)Name  Lynne Weedall
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/ AmendmentThis is an initial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameStagecoach Group plc
b)LEI4L663LRNTBQ008OK2N07
4Details 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 codeOrdinary Shares of 125/228p

ISIN: GB00B6YTLS95
b)Nature of the transactionAcceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)Price(s) and volume(s)Price(s)Volume(s)
Shares sold105p12,000
   
d)Aggregated information

— Aggregated volume

— Price




12,000

105p
e)Date of the transaction25 May 2022
f)Place of the transactionOutside a trading venue

For further information, please contact:



Analysts

Martin Griffiths, Chief Executive                                01738 442111

Ross Paterson, Finance Director                                07714 667 897



Media

Steven Stewart, Director of Corporate Communications         07764 774 680



25 May 2022



EN
25/05/2022

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