Director/pdmr/pca Dealing
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The Company announces that, following the exercise of share awards granted under the Company's 2014 Share Deferral Plan (SDP) and the Company's 2014 Long Term Incentive Plan (LTIP), Alex Vaughan, Chief Executive Officer, and Helen Willis, Chief Financial Officer, have exercised 751,810 and 458,662 options respectively on 20 June 2025 and sold 751,810 and 337,117 shares respectively at an average price of 143 pence per share on 20 and 24 June 2025. 353,352 and 215,572 shares respectively were sold to cover Tax and National Insurance (NI) (see b) below).
Total Beneficial Holding of Shares
Following these transactions Alex and Helen have beneficial interests in the shares of the Company as follows:
| Name of Director | Total beneficial holding of Shares held prior to the transactions detailed in section (b) below | Total beneficial holding of Shares held following the transactions detailed in section (b) below | Number of "qualifying" awards* | Value of total beneficial shareholding including qualifying awards* based on a share price of 144 pence per Share | Value of total beneficial shareholding including qualifying awards* expressed as a percentage of salary ** |
|---|---|---|---|---|---|
| Alex Vaughan | 570,737 | 570,737 | 895,095 (LTIP) 246,420 (SDP) | £2,465,643 | 460% |
| Helen Willis | 132,248 | 253,793 | 728,048 (LTIP) 204,645 (SDP) | £1,708,540 | 385% |
* Unexercised LTIPs post-performance period and unvested SDP options held, after projected income tax and NI liability
** The Director's Remuneration Report within the 2024 Annual Report and Accounts details the Company's share ownership guidelines is two times salary (200%).
- Exercise of LTIP and SDP awards and subsequent share disposals
Awards were granted under the Costain Group PLC 2014 LTIP to certain employees of the Company in 2020 including to Alex Vaughan on 7 October 2020 and to Helen Willis on 30 November 2020. The awards were granted in the form of options with a nil cost exercise price over a fixed number of Shares (the Awards). The Awards vested on 6 April 2025 and became exercisable until the tenth anniversary of the date of grant.
On 6 April 2023, awards were also granted under the Costain Group PLC 2014 SDP to certain Directors and employees of the Company. The awards were granted in the form of options with a nil cost exercise price over a fixed number of Shares (the Awards). The Awards vested on 6 April 2025 and became exercisable until the tenth anniversary of the date of grant.
On 24 June 2025, JTC Share Plan Trustees (Guernsey) Limited, as Trustee of the Costain Group Employee Benefit Trust, advised the Company that on 20 June 2025, Alex Vaughan and Helen Willis exercised their Awards to acquire the number of Shares and sold sufficient shares to satisfy their income tax and NI liability arising on exercise. Alex then sold his remaining balance of shares and Helen sold a number of her shares and transferred the remaining balance to her spouse, all as detailed in the table below.
| Name of Director | Total number of Shares acquired on exercise of Awards)* | Exercise Price | Number of Shares sold to satisfy Tax and NI liabilities, at a price of 142 pence per share | Number of shares sold at a price of 144 pence per share | Number of Shares retained (by transfer to spouse) |
| Alex Vaughan | 455,924 (LTIP) 295,886 (SDP) | Nil Nil | 214,285 139,067 | 241,639 156,819 | Nil Nil |
| Helen Wills | 212,940 (LTIP) 245,722 (SDP) | Nil Nil | 100,082 115,490 | 56,429 65,116 | 56,429 65,116 |
| * including dividend shares accrued at vesting | |||||
| Notification of Dealing Form | |||||
| 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 | |||
| a) | Description of the financial instrument, type of instrument Identification code | ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 | |||
| b) | Nature of the transaction | (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2020 LTIP GRANT) (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES (3) SALE OF SHARES | |||
| c) | Price(s) and volume(s) | Price(s) Volume(s) (1) Nil Cost 455,924 (2) £1.42 214,285 (3) £1.44 241,639 | |||
| d) | Aggregated information - Aggregated volume - Price | (1) Total number of Shares vested - 455,924 (2) Total number of Shares sold to cover Tax and NI - 214,285 Total price - £304,284.70 (3) Total number of Shares sold - 241,639 Total price - £347,960.16 | |||
| e) | Date of the transaction | 24 JUNE 2025 | |||
| f) | Place of the transaction | (1) and (2) OUTSIDE A TRADING VENUE (3) XLON | |||
| Notification of Dealing Form | |||||
| 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 | |||
| a) | Description of the financial instrument, type of instrument Identification code | ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 | |||
| b) | Nature of the transaction | (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2020 LTIP GRANT) (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES (3) SALE OF SHARES (4) TRANSFER OF SHARES TO SPOUSE | |||
| c) | Price(s) and volume(s) | Price(s) Volume(s) (1) Nil Cost 212,940 (2) £1.42 100,082 (3) £1.44 56,429 (4) Nil Cost 56,429 | |||
| d) | Aggregated information - Aggregated volume - Price | (1) Total number of Shares vested - 212,940 (2) Total number of Shares sold to cover Tax and NI - 100,082 Total price - £142,116.44 (3) Total number of Shares sold - 56,429 Total price - £81,257.76 (4) Total number of shares transferred to spouse - 56,429 Total price - Nil | |||
| e) | Date of the transaction | 24 JUNE 2025 | |||
| f) | Place of the transaction | (1), (2) and (4) OUTSIDE A TRADING VENUE (3) XLON | |||
| Notification of Dealing Form | |||||
| 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 | |||
| a) | Description of the financial instrument, type of instrument Identification code | ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 | |||
| b) | Nature of the transaction | (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL PLAN (2023 SDP GRANT) (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES (3) SALE OF SHARES | |||
| c) | Price(s) and volume(s) | Price(s) Volume(s) (1) Nil Cost 295,886 (2) £1.42 139,067 (3) £1.44 156,819 | |||
| d) | Aggregated information - Aggregated volume - Price | (1) Total number of Shares vested - 295,886 (2) Total number of Shares sold to cover Tax and NI - 139,067 Total price - £197,475.14 (3) Total number of Shares sold - 156,819 Total price - £225,819.36 | |||
| e) | Date of the transaction | 24 JUNE 2025 | |||
| f) | Place of the transaction | (1) and (2) OUTSIDE A TRADING VENUE (3) XLON | |||
| Notification of Dealing Form | |||||
| 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 | |||
| a) | Description of the financial instrument, type of instrument Identification code | ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 | |||
| b) | Nature of the transaction | 1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL PLAN (2023 SDP GRANT) 2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES 3) SALE OF SHARES 4) TRANSFER OF SHARES TO SPOUSE | |||
| c) | Price(s) and volume(s) | Price(s) Volume(s) (1) Nil Cost 245,722 (2) £1.42 115,490 (3) £1.44 65,116 (4) Nil Cost 65,116 | |||
| d) | Aggregated information - Aggregated volume - Price | (1) Total number of Shares vested - 245,722 (2) Total number of Shares sold to cover Tax and NI - 115,490 Total price - £163,995.80 (3) Total number of Shares sold - 65,116 Total price - £93,767.04 (4) Total number of shares transferred - 65,116 Total price - Nil | |||
| e) | Date of the transaction | 24 JUNE 2025 | |||
| f) | Place of the transaction | (1), (2) and (4) OUTSIDE A TRADING VENUE (3) XLON | |||
| Notification of Dealing Form | |||||
| a) | Name | HELEN MARGARET WILLIS/ COLIN JOHN KEANE | |||
| 2. | Reason for the notification | ||||
| a) | Position /status | PCA to CHIEF FINANCIAL OFFICER/ PDMR | |||
| b) | Initial notification / amendment | INITIAL NOTIFICATION | |||
| 3. | Details of the Issuer | ||||
| a) | Name | COSTAIN GROUP PLC | |||
| b) | LEI code | 213800PKIJBZ2EDTKC88 | |||
| a) | Description of the financial instrument, type of instrument Identification code | ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 | |||
| b) | Nature of the transaction | TRANSFER OF SHARES FROM SPOUSE FOLLOWING EXERCISE OF VESTED LTIP AND SDP SHARES | |||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil Cost 121,545 | |||
| d) | Aggregated information - Aggregated volume - Price | Total number of shares from spouse - 121,545 Total price - Nil | |||
| e) | Date of the transaction | 24 JUNE 2025 | |||
| f) | Place of the transaction | OUTSIDE A TRADING VENUE | |||
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