PUBLIC DISCLOSURE OF
TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
("PDMRS") AND PERSONS CLOSELY ASSOCIATED WITH
THEM
Balfour Beatty plc (the
"Company") announces
that, on 28 March 2024 and 26 March 2024 the
following PDMRs (the "Grantees") received conditional awards
over the number of Ordinary Shares of 50p each in the Company
("Ordinary Shares") shown
below (the "Awards"), in
accordance with the rules of the Deferred Bonus Plan ("DBP") and the Performance Share
Plan ("PSP") respectively. The Awards
will accrue dividend equivalents between the date of award and date
of vest.
Name of Director /
PDMR
|
Total number of Shares
Awarded
|
Type of Award
|
Leo Quinn
|
131,807
|
Conditional award
(DBP)
|
Philip
Harrison
|
77,394
|
Conditional award
(DBP)
|
Leo Quinn
|
455,608
|
Conditional award
(PSP)
|
Philip
Harrison
|
231,111
|
Conditional award
(PSP)
|
The vesting and holding period of each Award is
subject to the rules of the DBP and PSP (as appropriate) and the
Grantee agreeing to be bound by the terms of their
Awards.
The Awards will normally vest on the
third anniversary of the grant date. The Award made under the
PSP is then subject to a further two-year
holding period. No consideration is payable by
grantees on either the grant or vesting of the
Awards.
Three independent performance conditions will
be used for the PSP Award:
o Relative TSR (one
third weighting)
o Cash (one third
weighting)
o EPS (one third
weighting)
The performance condition applying
to one third of the PSP Award (the "TSR Part") will measure the Company's
relative total shareholder return ("TSR") performance over a three-year
period relative to the TSR performance over the same period of a
comparator group of companies, comprising the constituents of the
FTSE 250 (excluding investment trusts) as at the start of the
measurement period (the "Comparator Group"). The measurement
period for the PSP Award shall comprise three consecutive financial
years of the Company, starting with the 2024 financial year.
No portion of the TSR Part will vest
unless the Company's TSR performance ranks at least equal to median
TSR performance of the Comparator Group, at which point 25% of the
TSR Part will vest, rising on a straight-line basis to 100% vesting
for the Company's TSR performance ranking at upper quartile or
better relative to the TSR performance of the Comparator
Group.
The performance condition applying
to a separate one third of the PSP Award (the "Cash Part") will measure improvement in
the Company's Operating Cash Flow ("OCF") from continuing operations over a
measurement period starting with the 2024
financial year.
No portion of the Cash Part will
vest unless the Company's OCF for the 2026 financial year is
greater than £255m. Were OCF for 2026 to be greater
than £255m but not more than £364m, 25% to 50% of
the Cash Part would vest on a straight-line basis. Were OCF for
2026 to be £364m to £414m or more, between 50%
of and 100% of the Cash Part would vest on a straight-line
basis.
The performance condition applying
to a separate one third of the PSP Award (the "EPS Part") will measure the Company's
earnings per share performance over a measurement period starting
with the 2024 financial
year.
No portion of the EPS Part will
vest unless the Company's EPS for the 2026
financial year is 36.5p, at which point 25% of the EPS Part will
vest, rising on a straight-line basis to 100% vesting for the
Company's EPS for 2026 being 56.0p or more.
The relevant notifications set out
below are provided in accordance with the requirements of Article
19 of the UK Market Abuse Regulation.
Contact and telephone number for
queries /
Duly authorised officer of issuer
responsible for making notification:
Tracey Wood, Group General Counsel
and Company Secretary, 020 7216 6800
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
a)
|
Name
|
Leo
Quinn
|
2
|
Reason for the
notification
|
a)
|
Position/status
|
Director /
PDMR - Group Chief Executive
|
b)
|
Initial notification /Amendment
|
Initial
Notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
Balfour
Beatty plc
|
b)
|
LEI
|
CT4UIJ3TUKGYYHMENQ17
|
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 financial instrument, type
of instrument
Identification code
|
Ordinary
Shares of 50p each
GB0000961622
|
b)
|
Nature of the transaction
|
Conditional
award over Ordinary Shares made in accordance with the rules of the
DBP.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
£Nil
|
131,807
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
n/a
|
e)
|
Date of the transaction
|
28 March 2024
|
f)
|
Place of the transaction
|
Outside a
trading venue
|
|
|
a)
|
Name
|
Philip
Harrison
|
2
|
Reason for the
notification
|
a)
|
Position/status
|
Director /
PDMR - Chief Financial Officer
|
b)
|
Initial notification /Amendment
|
Initial
Notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
Balfour
Beatty plc
|
b)
|
LEI
|
CT4UIJ3TUKGYYHMENQ17
|
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 financial instrument, type
of instrument
Identification code
|
Ordinary
Shares of 50p each
GB0000961622
|
b)
|
Nature of the transaction
|
Conditional
award over Ordinary Shares made in accordance with the rules of the
DBP.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
£Nil
|
77,394
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
n/a
|
e)
|
Date of the transaction
|
28 March 2024
|
f)
|
Place of the transaction
|
Outside a
trading venue
|
a)
|
Name
|
Leo
Quinn
|
2
|
Reason for the
notification
|
a)
|
Position/status
|
Director /
PDMR - Group Chief Executive
|
b)
|
Initial notification /Amendment
|
Initial
Notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
Balfour
Beatty plc
|
b)
|
LEI
|
CT4UIJ3TUKGYYHMENQ17
|
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 financial instrument, type
of instrument
Identification code
|
Ordinary
Shares of 50p each
GB0000961622
|
b)
|
Nature of the transaction
|
Conditional
award over Ordinary Shares made in accordance with the rules of the
PSP.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
£Nil
|
455,608
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
n/a
|
e)
|
Date of the transaction
|
26 March 2024
|
f)
|
Place of the transaction
|
Outside a
trading venue
|
|
|
a)
|
Name
|
Philip
Harrison
|
2
|
Reason for the
notification
|
a)
|
Position/status
|
Director /
PDMR - Chief Financial Officer
|
b)
|
Initial notification /Amendment
|
Initial
Notification
|
3
|
Details of the
issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
|
a)
|
Name
|
Balfour
Beatty plc
|
b)
|
LEI
|
CT4UIJ3TUKGYYHMENQ17
|
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 financial instrument, type
of instrument
Identification code
|
Ordinary
Shares of 50p each
GB0000961622
|
b)
|
Nature of the transaction
|
Conditional
award over Ordinary Shares made in accordance with the rules of the
PSP.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
£Nil
|
231,111
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
n/a
|
e)
|
Date of the transaction
|
26 March
2024
|
f)
|
Place of the transaction
|
Outside a
trading venue
|
Balfour Beatty plc's Legal Entity
Identifier is CT4UIJ3TUKGYYHMENQ17.