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RNS Number : 9202Q Kainos Group plc 03 June 2024
03 June 2024
Kainos Group plc
("Kainos" or the "Company")
Director / PDMR shareholdings
The Company announces that on 3 June 2024, share awards (the "Awards")
approved by the Board of Directors of the Company under the Kainos Group
Performance Share Plan (the "PSP Awards"), in the form of nominal value
options over Ordinary Shares were awarded to executive directors and executive
managers of the Company. The PSP Awards vest, other than in exceptional
circumstances, over a three year period from 3 June 2024. The performance
conditions associated with the PSP Awards are as follows:
(a) 40% of each PSP Award is subject to a performance condition based
on the Company's Earnings Per Share ("EPS") Growth measured over the three
financial years commencing 1 April 2024. This portion of the PSP Award will:
· not vest at all if EPS Growth over the measurement period is
less than 5%;
· vest in respect of 30% if EPS Growth over the measurement
period is 5%;
· vest in full if EPS Growth over the measurement period is 13%
or higher;
· vest proportionately, calculated on a straight-line basis if
EPS Growth over the measurement period is higher than 5% but less than 13%.
(b) 30% of each PSP Award is subject to a performance condition based
on the Company's Total Shareholder Return ("TSR") performance compared with
the FTSE techMARK All-Share index ("Index") measured over the period of three
years commencing 1 April 2024. This portion of the PSP Award will:
· not vest at all if TSR performance over the measurement
period is below the mean average Index ("Initial Vesting Threshold");
· vest in respect of 30% if the TSR performance is equal to the
mean average Index price;
· vest in full if TSR performance over the measurement period
is above the mean average price growth for the FTSE techMARK All-Share index
plus four percentage points ("Upper Vesting Threshold");
· vest proportionately, calculated on a straight-line basis if
TSR performance over the measurement period is greater than the Initial
Vesting Threshold but less than the Upper Vesting Threshold.
(c) 30% of each PSP Award is subject to a collection of performance
conditions associated with Kainos being a Responsible Company. This portion of
the PSP Award will vest as follows:
· 10% of the award will vest if by 31 March 2027 37% of Senior
Management Roles are held by women;
· 10% of the award will vest if by 31 March 2027 the latest available
Employee Engagement score equates to 7 or better as measured though our
employee engagement tool, Peakon, or such equivalent engagement measure as the
Committee considers appropriate;
· 5% of the award will vest if by 31 March 2027, there is a reduction
in the carbon intensity of Scope 3 greenhouse gas emissions of 45%;
· 5% of the award will vest if by 31 March 2027, the latest available
customer engagement score shows positive customer satisfaction as measured
through Net Promoter Score of (>30) or equivalent measure as the Committee
considers appropriate
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
(A19 Market Abuse Regulation)
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Russell Sloan
2. Reason for the notification
a. Position/status CEO
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2024
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 34,602
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 03-06-24
f. Place of the transaction Outside a trading venue
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
03-06-24
f.
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Richard McCann
2. Reason for the notification
a. Position/status CFO/COO
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2024
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 25,951
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 03-06-24
f. Place of the transaction Outside a trading venue
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
03-06-24
f.
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Kieran Barber
2. Reason for the notification
a. Position/status Head of Services
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2024
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 8,650
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 03-06-24
f. Place of the transaction Outside a trading venue
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
03-06-24
f.
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities / person closely
associated
a. Name Malachy Smith
2. Reason for the notification
a. Position/status Head of Product
b. Initial notification Initial
/Amendment
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Kainos Group plc
b. LEI 213800H2PQMIF3OVZY47
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 Options over Ordinary Shares of £0.005 each
Financial instrument/
type of instrument KNOS
Identification code
b. Nature of the transaction PSP Share Awards 2024
c. Price(s) and volume(s)
PSP Award(1)
Exercise Price(s) Volume(s)
£0.005 6,920
1. Subject to the PSP Awards vesting criteria.
d. Aggregated information
· Aggregated volume N/A
· Price
e. Date of the transaction 03-06-24
f. Place of the transaction Outside a trading venue
1. Subject to the PSP Awards vesting criteria.
d.
Aggregated information
· Aggregated volume
· Price
N/A
e.
Date of the transaction
03-06-24
f.
Place of the transaction
Outside a trading venue
Ends
For further information, please contact:
Kainos
via FTI Consulting LLP
Russell Sloan, Chief Executive Officer
Richard McCann, Chief Financial Officer
Investec Bank
plc
+44 20 7597 5970
Patrick Robb / Ben Griffiths / Nick Prowting
FTI Consulting
LLP
+44 20 3727 1000
Dwight Burden / Kwaku Aning / Usama Ali
About Kainos
Kainos Group plc is a UK-headquartered provider of sophisticated IT services
to major public sector, commercial and healthcare customers. Our expertise
spans three divisions: Digital Services, Workday Services, and Workday
Products.
Digital Services: We develop and support custom digital service platforms that
transform service delivery in public, commercial, and healthcare sectors. Our
solutions ensure security, accessibility, cost-effectiveness, and improved
user outcomes.
Workday Services: Specialising in deploying Workday, Inc.'s Finance, HR, and
Planning products, we are a respected partner in Europe and North America.
Experienced in complex deployments, we are trusted to launch, test, expand,
and support Workday systems.
Workday Products: Our established product suite, incorporating Smart Test,
Smart Audit, and Smart Shield, complements Workday by enhancing system
security and compliance. Our Employee Document Management product, launched in
October 2023, improves document generation and storage within Workday while
supporting global compliance requirements. Over 450 global customers use one
or more of our products.
Our people are central to our success. We have more than 2,900 people in 23
countries across Europe, Asia, and the Americas.
We are listed on the London Stock Exchange (LSE: KNOS) and you can discover
more about us at www.kainos.com
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