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
/Amendment
|
Initial
|
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
Financial instrument/
type of instrument
Identification code
|
Options over Ordinary Shares of
£0.005 each
KNOS
|
b.
|
Nature of the
transaction
|
PSP Share Awards 2024
|
c.
|
Price(s) and volume(s)
|
PSP Award1
|
Exercise Price(s)
|
Volume(s)
|
£0.005
|
34,602
|
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
/Amendment
|
Initial
|
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
Financial instrument/
type of instrument
Identification code
|
Options over Ordinary Shares of
£0.005 each
KNOS
|
b.
|
Nature of the
transaction
|
PSP Share Awards 2024
|
c.
|
Price(s) and volume(s)
|
PSP Award1
|
Exercise Price(s)
|
Volume(s)
|
£0.005
|
25,951
|
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
/Amendment
|
Initial
|
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
Financial instrument/
type of instrument
Identification code
|
Options over Ordinary Shares of
£0.005 each
KNOS
|
b.
|
Nature of the
transaction
|
PSP Share Awards 2024
|
c.
|
Price(s) and volume(s)
|
PSP Award1
|
Exercise Price(s)
|
Volume(s)
|
£0.005
|
8,650
|
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
/Amendment
|
Initial
|
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
Financial instrument/
type of instrument
Identification code
|
Options over Ordinary Shares of
£0.005 each
KNOS
|
b.
|
Nature of the
transaction
|
PSP Share Awards 2024
|
c.
|
Price(s) and volume(s)
|
PSP Award1
|
Exercise Price(s)
|
Volume(s)
|
£0.005
|
6,920
|
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.