TIDMCOST

RNS Number : 3995B

Costain Group PLC

07 October 2020

Costain Group PLC

(the "Company")

LONG TERM INCENTIVE PLAN AWARDS

Costain announces the following grant of a share award to the chief executive officer of the Company.

On 7 October 2020, awards were made under the Costain Group PLC 2014 Long Term Incentive Plan (the "LTIP") over ordinary shares of 50p each in the Company in the form of options with a nil exercise price (the "Awards"). An award was granted to Alex Vaughan over 553,909 shares. No consideration was paid for the grant of the Awards.

The vesting of the Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2022. As set out in the Company's 2019 Directors' Remuneration Report, the performance conditions are based on EPS as regards two thirds of each award and cash conversion as regards one third of each award. The proposed performance targets for the EPS condition were set out in the 2019 Directors' Remuneration Report. However, having regard to the change in circumstances, including the capital raising in May 2020, the Remuneration Committee has revised the EPS targets. The Committee considers that the revised targets are achievable but still require the delivery of EPS performance which is appropriately stretching. The revised EPS targets are set out below. The cash conversion targets have not changed from those proposed in the Directors' Remuneration Report, but are also stated below for completeness. In addition to revising the EPS targets, the Committee has taken into account market conditions and reduced the quantum of Alex Vaughan's award from 100% of salary to 55% of salary.

 
 Vesting                             EPS                     Cash conversion 
                              (aggregate EPS over        (average cash conversion 
                          the three year performance       over the performance 
                                    period)                      period) 
 Below threshold: 0%           Below 22.6 pence                 Below 80% 
                        -----------------------------  -------------------------- 
 Threshold: 15%                   22.6 pence                       80% 
                        -----------------------------  -------------------------- 
 Between threshold            Between 22.6 pence          Between 80% and 100% 
  and maximum: 15% -            and 26.7 pence 
  100% pro rata on a 
  straight-line basis 
                        -----------------------------  -------------------------- 
 Maximum: 100%                    26.7 pence                      100% 
                        -----------------------------  --------------------------

The extent to which the Award granted to Alex Vaughan vests will normally be determined following the end of the three financial year performance period ending 31 December 2022, but the Award will not normally be released (so that it can be exercised) until the end of a further two year period (with no further performance conditions required after vesting).

The Remuneration Committee may reduce the extent to which the Award vests if the Committee considers that any of the value at vesting represents a "windfall gain", taking into account such factors as the Committee determines.

The Notification of Dealing Form set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.

Notification of Dealing Form

 
 1.   Details of the Person Discharging Managerial Responsibility 
       ("PDMR") / person closely associated with them ("PCA") 
 a)   Name                       ALEXANDER JOHN VAUGHAN 
     -------------------------  -------------------------------------------------- 
 2.   Reason for the notification 
     ----------------------------------------------------------------------------- 
 a)   Position /status             CHIEF EXECUTIVE OFFICER/ PDMR 
     ---------------------------  ------------------------------------------------ 
 b)   Initial notification         INITIAL NOTIFICATION 
       / amendment 
     ---------------------------  ------------------------------------------------ 
 3.   Details of the Issuer 
     ----------------------------------------------------------------------------- 
 a)   Name                         COSTAIN GROUP PLC 
     ---------------------------  ------------------------------------------------ 
 b)   LEI code                     213800PKIJBZ2EDTKC88 
     ---------------------------  ------------------------------------------------ 
 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            ORDINARY SHARES OF 50 PENCE EACH 
       instrument, 
       type of instrument          ISIN: GB00B64NSP76 
       Identification 
       code 
     -------------------------  -------------------------------------------------- 
 b)   Nature of the              GRANT OF 553,909 OPTIONS UNDER THE COMPANY'S 
       transaction                2014 LONG TERM INCENTIVE PLAN 
     -------------------------  -------------------------------------------------- 
 c)   Price(s) and                Price(s)    Volume(s) 
       volume(s)                   Nil cost    553,909 
                                              ---------- 
     -------------------------  -------------------------------------------------- 
 d)   Aggregated information 
        *    Aggregated volume     N/A 
 
 
        *    Price 
     -------------------------  -------------------------------------------------- 
 e)   Date of the 
       transaction                 7 OCTOBER 2020 
     -------------------------  -------------------------------------------------- 
 f)   Place of the 
       transaction                 OUTSIDE A TRADING VENUE 
     -------------------------  --------------------------------------------------

7 OCTOBER 2020

 
Enquiries: 
Costain Group PLC                 Tel: 01628 842 444 
Sharon Harris, Company Secretary 
 
 
MHP Communications                Tel: 020 3128 8100 
 Tim Rowntree, Peter Hewer         costain@mhpc.com

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