Director/PDMR Shareholding
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Keller Group plc (the "Company") announces that on 19 March 2025 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 17 March 2025 the following Executive Directors and PDMRs acquired Shares for nil consideration:
LTIP Deferred Bonus Awards granted on 15 March 2023 – in respect of the year ended 31 December 2022
| Director / PDMR | Number of Shares awarded | Number of Shares released* | Number of Shares sold to cover tax liability | Net number of Shares acquired |
|---|---|---|---|---|
| David Burke | 817 | 892 | 420 | 472 |
| Michael Speakman | 1,245 | 1,359 | 639 | 720 |
*Includes dividend equivalents added as Shares since the date of grant.
LTIP Performance Share Awards granted on 15 March 2022 – for the period 2022/24
| Director / PDMR | Number of Shares awarded | Number of Shares released* | Number of Shares sold to cover tax liability | Net number of Shares acquired |
|---|---|---|---|---|
| David Burke | 61,820 | 70,963 | 33,353 | 37,610 |
| Kerry Porritt | 22,760 | 26,126 | 12,280 | 13,846 |
| Michael Speakman | 112,990 | 129,700 | 60,959 | 68,741 |
| Peter Wyton | 29,747 | 34,146 | - | 34,146 |
*Includes dividend equivalents added as Shares since the date of grant.
The 2022 LTIP Performance Share Awards were measured over a three-year performance period which began on 1 January 2022 and ended on 31 December 2024, and were subject to four performance conditions (listed below). The performance conditions were partially met and the awards vested as follows:
| Measures | Vesting schedule and outcome 3 | ||||
|---|---|---|---|---|---|
| % of award that will vest | Outcome | Vesting % | |||
| 0% | 25% | 100% | |||
| 25% weight Cumulative EPS over three years 1 | Below 330p | 330p | 400p | 454.5p | 25 |
| 25% weight Keller’s TSR performance vs FTSE 250 index 2 over three years | Below median | Median | Upper quartile | Upper quartile | 25 |
| 25% weight Average ROCE over three years 1,3 | Below 12% | 12% | 18% | 22.0% | 25 |
| 25% weight Operating profit margin | Below 5.5% | 5.5% | 6.5% | 7.1% | 25 |
| Total vesting | 100 |
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 2022–24.
LTIP Conditional Share Awards granted on 15 March 2022
| PDMR | Number of Shares awarded | Number of Shares released* | Number of Shares sold to cover tax liability | Net number of Shares acquired |
|---|---|---|---|---|
| Deepak Raj | 5,797 | 6,654 | - | 6,654 |
*Includes dividend equivalents added as Shares since the date of grant.
The Shares to satisfy the LTIP vesting were sold at 1,408 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).
The Notification of Dealing Form for each Executive Director and PDMR can be found below.
LTIP grant
On 17 March 2025 the Company granted the following awards under the LTIP:
Deferred Bonus Awards totalling 23,391 Shares; and
Performance Share Awards totalling 230,883 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 2024
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 / PDMR | No. of Ordinary Shares awarded 1/3 | Total Deferred Bonus Awards outstanding 3 |
|---|---|---|
| David Burke | 9,092 | 21,004 |
| Michael Speakman | 13,847 | 31,991 |
| Deepak Raj | 452 | 452 |
| LTIP Performance Share Awards – for the period 2025/27 | ||
| Director / PDMR | No. of Ordinary Shares awarded 1/2/3 | Total Performance Share Awards outstanding 3 |
| David Burke | 47,896 | 172,194 |
| Paul Leonard | 32,614 | 65,556 |
| Kerry Porritt | 14,688 | 60,449 |
| Deepak Raj | 22,592 | 45,070 |
| Michael Speakman | 85,135 | 312,319 |
| Peter Wyton | 27,958 | 120,429 |
The price used to calculate the maximum number of Ordinary Shares under the Deferred Share Awards and Performance Share Awards was 1,381p, being the average closing price on 12, 13 and 14 March 2025 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 2025 Performance Share Awards.
3 The awards above exclude notional dividends.
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.
| Measures | Vesting schedule | ||
|---|---|---|---|
| % of award that will vest | |||
| 0% | 25% | 100% | |
| 25% weight Cumulative EPS over three years 1 | Below 600p | 600p | 725p |
| 25% weight Keller’s relative TSR performance vs FTSE 250 2 Index over three years | Below median | Median | Upper quartile |
| 25% weight Average ROCE over three years 1 | Below 23% | 23% | 30% |
| 25% weight Operating profit margin (“OPM”) in year three | Below 6.0% | 6.0% | 8.0% |
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 2027, except for the OPM which is measured in year three. The Performance Share Awards performance conditions are expected to vest in March 2028. Executive Directors are subject to a further two-year holding period and a post-employment shareholding requirement. Malus and clawback apply.
| a) | Name | David Burke | |||
| 2 | Reason for the notification | ||||
| a) | Position / status | PDMR (Provide job title) | PCA (Provide name of job title of relevant PDMR) | ||
| Chief Financial Officer | N/A | ||||
| b) | Initial notification/Amendment | Initial notification | |||
| 3 | Details of the issuer | ||||
| a) | Name | Keller Group plc | |||
| b) | LEI and classification | 549300QO4MBL43UHSN10 2.2 Inside information | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | |||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| Nil | 892 | ||||
| Nil | 70,963 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| Nil | 71,855 | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | |||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| £14.08 | 420 | ||||
| £14.08 | 33,353 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| £14.08 | 33,773 | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
| a) | Name | Kerry Porritt | |||
| 2 | Reason for the notification | ||||
| a) | Position / status | PDMR (Provide job title) | PCA (Provide name of job title of relevant PDMR) | ||
| Chief Sustainability Officer and Company Secretary | N/A | ||||
| b) | Initial notification/Amendment | Initial notification | |||
| 3 | Details of the issuer | ||||
| a) | Name | Keller Group plc | |||
| b) | LEI and classification | 549300QO4MBL43UHSN10 2.2 Inside information | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | |||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| Nil | 26,126 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| Not applicable - single transaction | Not applicable - single transaction | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | X | ||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| £14.08 | 12,280 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| Not applicable - single transaction | Not applicable - single transaction | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
| a) | Name | Deepak Raj | |||
| 2 | Reason for the notification | ||||
| a) | Position / status | PDMR (Provide job title) | PCA (Provide name of job title of relevant PDMR) | ||
| President, APAC | N/A | ||||
| b) | Initial notification/Amendment | Initial notification | |||
| 3 | Details of the issuer | ||||
| a) | Name | Keller Group plc | |||
| b) | LEI and classification | 549300QO4MBL43UHSN10 2.2 Inside information | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | |||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| Nil | 6,654 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| Not applicable - single transaction | Not applicable - single transaction | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
| a) | Name | Michael Speakman | |||
| 2 | Reason for the notification | ||||
| a) | Position / status | PDMR (Provide job title) | PCA (Provide name of job title of relevant PDMR) | ||
| Chief Executive Officer | N/A | ||||
| b) | Initial notification/Amendment | Initial notification | |||
| 3 | Details of the issuer | ||||
| a) | Name | Keller Group plc | |||
| b) | LEI and classification | 549300QO4MBL43UHSN10 2.2 Inside information | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | |||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| Nil | 1,359 | ||||
| Nil | 129,700 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| Nil | 131,059 | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | |||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| £14.08 | 639 | ||||
| £14.08 | 60,959 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| £14.08 | 61,598 | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
| a) | Name | Peter Wyton | |||
| 2 | Reason for the notification | ||||
| a) | Position / status | PDMR (Provide job title) | PCA (Provide name of job title of relevant PDMR) | ||
| President, EME | N/A | ||||
| b) | Initial notification/Amendment | Initial notification | |||
| 3 | Details of the issuer | ||||
| a) | Name | Keller Group plc | |||
| b) | LEI and classification | 549300QO4MBL43UHSN10 2.2 Inside information | |||
| a) | Description of the financial instrument Identification code | Ordinary shares of 10p each GB0004866223 | |||
| b) | Indicate nature of the transaction | Acquisition | Disposal | Subscription | Other |
| ii) Is the transaction linked to an exercise of a share award? | Yes | No | |||
| X | |||||
| iii) Was the transaction conducted pursuant to an investment programme or a trading plan? | Yes | No | If 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) | ||
| Nil | 34,146 | ||||
| d) | Aggregated information | Aggregated price(s) (Please state currency) | Aggregated volume(s) | ||
| Not applicable - single transaction | Not applicable - single transaction | ||||
| e) | Date of the transaction | Date: 17.03.2025 Time zone: GMT | |||
| f) | Place of the transaction | Outside trading venue | |||
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