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Director/PDMR Shareholding

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Keller Group plc (the "Company") announces that on 19 March 2024 it was notified of the following transactions in the Company's Ordinary shares of 10 pence each (“Shares”) undertaken by Executive Directors and other Persons Discharging Managerial Responsibilities ("PDMRs").

Long Term Incentive Plan (“LTIP”) vesting

As a result of the vesting of Shares under the Company’s LTIP, on 18 March 2024 the following Executive Directors and PDMR acquired Shares for nil consideration:

LTIP Deferred Bonus Awards granted on 15 March 2022 – in respect of the year ended 31 December 2021

Director / PDMRNumber of Shares awardedNumber of Shares released*Number of Shares sold to cover tax liabilityNet number of Shares acquired
David Burke16,20617,9569,4878,469
Eric Drooff5,6476,2564,5381,718
Michael Speakman24,68427,34912,90014,449

*Includes dividend equivalents added as Shares since the date of grant.

The Shares were sold at 1,006 pence each to cover tax liabilities (which includes employee social security charges) and the transaction took place as an off-market transaction using Shares in the Company’s employee benefit trust (“EBT”). The sale price was agreed with the trustees of the EBT as representative of the Shares’ prevailing market value (being based on the prevailing mid-market closing price of a Share as shown on the London Stock Exchange at the time of the transfer).

LTIP Performance Share Awards granted on 15 March 2021 – for the period 2021/23

Director / PDMRNumber of Shares awardedNumber of Shares released*Number of Shares sold to cover tax liabilityNet number of Shares acquired
David Burke56,27362,12629,30232,824
Eric Drooff28,87931,8818,75123,130
Michael Speakman102,858113,55753,56059,997
Kerry Porritt20,70922,86210,78312,079
John Raine20,40922,5307,58614,944
Katrina Roche22,05924,35211,48612,866
Peter Wyton28,01230,924**N/AN/A

*Includes dividend equivalents added as Shares since the date of grant.

**Peter Wyton received an equivalent cash payment in place of Shares on vesting of the award.

The 2021 LTIP Performance Share Awards were measured over a three-year performance period which began on 1 January 2021 and ended on 31 December 2023, and were subject to four performance conditions (listed below). The performance conditions were partially met and the awards vested as follows:

MeasuresVesting schedule and outcome 3
% of award that will vestOutcomeVesting %
0%25%100%
25% weight Cumulative EPS over three years 1Less than 245p245p310p338.8p25.0
25% weight Keller’s TSR ranking relative to the constituents of the FTSE 250 comparator index 2Less than medianMedianUpper quartile or higherUpper quartile25.0
25% weight ROCE over three years 3Below 12%12%18%17.2%22.5
25% weight Operating profit marginLess than 5.2%5.2%6.2%6.1%23.1
Total vesting95.6

1 EPS and ROCE are before non-underlying items on an IFRS 16 basis.

2 Excluding investment trusts and financial services.

3 Average of the three-year ROCE for 2021–23.

The Shares were sold at 1,006 pence each to cover tax liabilities (which includes employee social security charges) and the transaction took place as an off-market transaction using Shares in the EBT. The sale price was agreed with the trustees of the EBT as representative of the Shares’ prevailing market value (being based on the prevailing mid-market closing price of a Share as shown on the London Stock Exchange at the time of the transfer).

LTIP Conditional Share Awards granted on 15 March 2021

PDMRNumber of Shares awardedNumber of Shares released*Number of Shares sold to cover tax liabilityNet number of Shares acquired
Deepak Raj5,4196,25406,254
Craig Scott2,1472,478**N/AN/A

*Includes dividend equivalents added as Shares since the date of grant.

**Craig Scott received an equivalent cash payment in place of Shares on vesting of the award.

The Shares were sold at 999.3 pence each to cover tax liabilities (which includes employee social security charges) and the transaction took place in the London Stock Exchange.

The Notification of Dealing Form for each Executive Director and PDMR can be found below.

LTIP grant

On 18 March 2024 the Company granted the following awards under the LTIP:

Deferred Bonus Awards totalling 44,796 Shares; and

Performance Share Awards totalling 300,908 Shares.

The grant to the Executive Directors and PDMRs listed in the tables below was approved by the Remuneration Committee under the terms of the LTIP.

LTIP Deferred Bonus Awards – in respect of the year ended 31 December 2023

Executive Directors are subject to a deferral of 25% of any annual bonus payment into Shares for a period of two years. Other PDMRs are subject to a deferral into Shares of any annual bonus payment in excess of 100% of salary, also for a period of two years. The Deferred Bonus Awards retain eligibility for dividend equivalents from the date of grant until the vesting date. Malus and clawback apply.

Director / PDMRNo. of Ordinary Shares awarded 1/3Total Deferred Bonus Awards outstanding 3
David Burke11,91212,729
Eric Drooff14,74014,740
Michael Speakman18,14419,389
LTIP Performance Share Awards – for the period 2024/26
Director / PDMRNo. of Ordinary Shares awarded 1/2/3Total Performance Share Awards outstanding 3
David Burke52,765186,118
Kerry Porritt19,42668,521
John Raine20,41070,063
Deepak Raj22,47822,478
Katrina Roche20,68472,959
Craig Scott14,42614,426
Michael Speakman96,441340,174
Peter Wyton54,278122,218

The measures selected by the Remuneration Committee together with the associated targets are shown on the table below. The weightings are all set at 25% in order to provide balance between measures and materiality to each of them individually.

MeasuresVesting schedule
% of award that will vest
0%25%100%
25% weight Cumulative EPS over three years 1Below 330p330p400p
25% weight Keller’s relative TSR performance vs FTSE 250 2 Index over three yearsBelow medianMedianUpper quartile
25% weight Average ROCE over three yearsBelow 12%12%18%
25% weight Operating profit margin in year threeBelow 5.5%5.5%6.5%

1 EPS and ROCE are before non-underlying items on an IFRS 16 basis.

2 Excluding investment trusts and financial services.

The Performance Share Awards performance conditions are measured over a three year period ending on 31 December 2026, except for the OPM which is measured in year three. The Performance Share Awards performance conditions are expected to vest in March 2027. Executive Directors are subject to a further two-year holding period and a post-employment shareholding requirement. Malus and clawback apply.

The price used to calculate the maximum number of Ordinary Shares under the Deferred Share Awards and Performance Share Awards was 1,004p, being the average closing price on 13, 14 and 15 March 2024 of the Company's shares on the main market of the London Stock Exchange.

2 The amounts shown above represent the maximum possible number of Shares that may be granted to the above named participants under the 2024 Performance Share Awards.

3 The awards above exclude notional dividends.

a)NameDavid Burke
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
Chief Financial OfficerN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
Nil62,126
Nil17,956
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Nil80,082
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
£10.0629,302
£10.069,487
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
£10.0638,789
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionLondon Stock Exchange
a)NameEric Drooff
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
President, North AmericaN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
Nil31,881
Nil6,256
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Nil38,137
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
£10.068,751
£10.064,538
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
£10.0613,289
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionLondon Stock Exchange
a)NameMichael Speakman
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
Chief Executive OfficerN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
Nil113,557
Nil27,349
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Nil140,906
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
£10.0653,560
£10.0612,900
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
£10.0666,460
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionLondon Stock Exchange
a)NameKerry Porritt
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
Group Company Secretary and Legal AdvisorN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
Nil22,862
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transactionNot applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
XX
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
£10.0610,783
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transactionNot applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionLondon Stock Exchange
a)NameJohn Raine
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
Group HSEQ DirectorN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
Nil22,530
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transactionNot applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
£10.067,586
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transactionNot applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionLondon Stock Exchange
a)NameKatrina Roche
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
Chief Information OfficerN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
Nil24,352
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transactionNot applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
£10.0611,486
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transactionNot applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionLondon Stock Exchange
a)NamePeter Wyton
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
President, EMEN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeConditional right to receive a cash payment determined by reference to the value of ordinary shares of 10p each
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther - receipt of a cash payment determined by reference to the value of a specified number of ordinary shares of 10p each
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)

N/A – A cash payment of £311,095.44 determined by reference to 30,924 shares at a price of £10.06

d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)NameDeepak Raj
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
President, APACN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeOrdinary shares of 10p each GB0004866223
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)
Nil6,254
d)Aggregated informationAggregated price(s) (Please state currency)Aggregated volume(s)
Not applicable - single transactionNot applicable - single transaction
e)Date of the transactionDate: 18.03.2024 Time zone: GMT
f)Place of the transactionOutside trading venue
a)NameCraig Scott
2Reason for the notification
a)Position / statusPDMR (Provide job title)PCA (Provide name of job title of relevant PDMR)
Group HR DirectorN/A
b)Initial notification/AmendmentInitial notification
3Details of the issuer
a)NameKeller Group plc
b)LEI and classification549300QO4MBL43UHSN10 2.2 Inside information
a)Description of the financial instrument Identification codeConditional right to receive a cash payment determined by reference to the value of ordinary shares of 10p each
b)Indicate nature of the transactionAcquisitionDisposalSubscriptionOther - receipt of a cash payment determined by reference to the value of a specified number of ordinary shares of 10p each
ii) Is the transaction linked to an exercise of a share award?YesNo
X
iii) Was the transaction conducted pursuant to an investment programme or a trading plan?YesNoIf yes, provide date at which investment programme or trading plan was entered into:
X
c)Price(s) and volume(s)Price(s) (Please state currency)Volume(s)

N/A – A cash payment of £24,763.82 determined by reference to 2,478 shares at a price of £9.99

  • Aggregated information Aggregated price(s) (Please state currency) Aggregated volume(s)

Not applicable - single transaction

  • Date of the transaction Date: 18.03.2024 Time zone: GMT
  • Place of the transaction Outside trading venue

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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