TIDMCCC
RNS Number : 9780B
Computacenter PLC
07 June 2023
Computacenter plc
Incorporated in England
Registration number: 03110569
LEI: 549300XSXUZ1I19DB105
ISIN: GB00BV9FP302
Computacenter plc
(the 'Company')
The following notifications are made under Article 19 of the
Market Abuse Regulation ('MAR') relating to certain transactions in
the shares of the Company by Chris Jehle, the Chief Financial
Officer, Executive Director, and Person Discharging Managerial
Responsibility of the Company ('PDMR').
Grant of Awards - Performance Share Plan
The Company announces that on 5 June 2023, in accordance with
the rules of the Computacenter Performance Share Plan 2005 (the
'PSP'), the Company granted two awards:
- an award of nil-cost options (the '2023 PSP Award'); and
- a further award of nil-cost options (the 'Replacement PSP Award'),
(together, the 'PSP Awards') over Ordinary Shares of 7(5) /(9)
pence each in the capital of the Company ('Ordinary Shares') , to
the following Director and PDMR:
2023 PSP Award
Director Number of shares
awarded(1)
Mr M C Jehle (Director) 33,973
(1) Calculated using a price of 2318 pence per Ordinary Share
which is the average middle market closing quotation, as derived
from the Daily Official List of the London Stock Exchange, over the
period from 31 May 2023 to 2 June 2023, being the three trading
days before the Date of Grant of the PSP Award. The award has a
value of GBP787,500, which is 175% of Mr Jehle's current base
salary.
No consideration was paid for the grant of the 2023 PSP Award
which is structured as a nil cost option, and which shall
ordinarily vest and become exercisable by Mr Jehle, subject to the
satisfaction of the performance conditions set by the Remuneration
Committee of the Company which are based on (i) the compound annual
growth rate of the Group's adjusted diluted earnings per share
('EPS'), commencing on 1 January 2023 and ending on 31 December
2025 (the 'Performance Period') and (ii) the compound annual growth
rate of the Group's Services Revenue over the Performance Period.
The 2023 PSP Award is expected to vest in March 2026 and will be
subject to a two-year holding period following vesting. The vested
2023 PSP Award held during the holding period will include the
right to receive dividend equivalents as shares.
Replacement PSP Award Number of shares
Director awarded(2)
Mr M C Jehle (Director) 13,527
(2) Calculated using a price of (i) 2771 pence per Experian plc
ordinary share, which is the average middle market closing
quotation, as derived from the Daily Official List of the London
Stock Exchange, for the 30 days to and including 31 May 2023, and
(ii) 2379 pence per Computacenter plc ordinary share, which is the
average middle market closing quotation, as derived from the Daily
Official List of the London Stock Exchange, for the 30 days to and
including 31 May 2023.
This Replacement PSP Award was granted to compensate Mr Jehle
for performance-based awards forfeited by him as a result of
leaving Experian (the 'Original PSP Awards'). In determining the
structure of the Replacement PSP Award, the form of award, time
horizon and extent to which performance conditions applied to the
Original PSP Awards, was considered. The value of the Replacement
PSP Award is equal to the Original PSP Awards, based on the price
of an Experian plc ordinary share and a Computacenter plc ordinary
share over a 30 day period, as set out directly above.
No consideration was paid for the grant of this Replacement PSP
Award which is structured as a nil cost option over Ordinary
Shares, and which shall ordinarily vest and become exercisable by
Mr Jehle, subject to the satisfaction of the performance conditions
set by the Remuneration Committee of the Company which are based on
(i) the compound annual growth rate of the Group's adjusted diluted
earnings per share ('EPS'), commencing on 1 January 2022 and ending
on 31 December 2024 (the 'Performance Period') and (ii) the
compound annual growth rate of the Group's Services Revenue over
the Performance Period. The Replacement PSP Award is not subject to
a holding period following vesting on 5 June 2025 (which is on or
around the date of vesting of the Original PSP Awards had they not
been forfeited).
All of the PSP Awards will be subject to malus and clawback
provisions, and will be satisfied out of shares held by the 2011
Computacenter Employee Benefit Trust, or by new issue or treasury
shares held by the Company at the discretion of the Board of the
Company.
Grant of Awards - Replacement RSU Award
The Company announces that on 5 June 2023, the Company granted
the following award over Ordinary Shares to the following Director
and PDMR:
Director Number of shares
awarded (3)
Mr M C Jehle (Director) 5,695
(3) Calculated using a price of (i) 2771 pence per Experian plc
ordinary share, which is the average middle market closing
quotation, as derived from the Daily Official List of the London
Stock Exchange, for the 30 days to and including 31 May 2023, and
(ii) 2379 pence per Computacenter plc ordinary share, which is the
average middle market closing quotation, as derived from the Daily
Official List of the London Stock Exchange, for the 30 days to and
including 31 May 2023.
This award was granted to compensate Mr Jehle for service-based
awards forfeited by him as a result of leaving Experian (the
'Original RSU Awards'). In determining the structure of the
replacement award, the form of award, time horizon and extent to
which performance conditions applied to the Original RSU Awards,
was considered. The value of the replacement award (the
'Replacement RSU Award') is equal to that of the Original RSU
Awards, based on the price of an Experian plc ordinary share and a
Computacenter plc ordinary share over a 30 day period, as set out
below.
The Replacement RSU Award is being granted to Mr Jehle under
Listing Rule 9.4.2 as an arrangement established specifically to
facilitate, in unusual circumstances, the recruitment of a
director. Broadly the terms of the Computacenter 2017 Deferred
Bonus plan will be applied, save that rule 5 (reduction of awards
and clawback), rule 9 (cessation of employment) and rule 12
(amendments) will not apply, and the award may only be settled with
market purchase shares.
No consideration was paid for the grant of the Replacement RSU
Award, which is structured as a nil-cost option. There are no
performance conditions or performance period that apply to the
award, and it will vest in Mr Jehle on 1 July 2025 (which is on or
around the same date of vesting of the Original RSU Award, had it
not been forfeited). However, if prior to 1 July 2023, the Company:
(i) terminates Mr Jehle's employment agreement in limited
fault-based circumstances, or (ii) he resigns prior to that time,
then the Replacement RSU Award will lapse in full.
PDMR/PCA FCA Transaction Notification
1. Details of Person Discharging Managerial Responsibilities
Name Marcus Christian Jehle
-------------------------- -------------------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------------
2(a) Position/Status Chief Financial Officer
-------------------------- -------------------------------------------------
2(b) Initial Notification/ Initial Notification
Amendment
-------------------------- -------------------------------------------------
3. Details of the issuer
-----------------------------------------------------------------------------
3(a) Name Computacenter plc
-------------------------- -------------------------------------------------
3(b) LEI 549300XSXUZ1I19DB105
-------------------------- -------------------------------------------------
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 transaction(s) have been conducted
-----------------------------------------------------------------------------
4(a) Description Ordinary shares of 7 (5) /(9) pence
of the financial in Computacenter plc ('Ordinary Shares')
instrument
ISIN: GB00BV9FP302
-------------------------- -------------------------------------------------
4(b) Nature of Grant of a nil-cost option award over
Transaction Ordinary Shares under the Computacenter
Performance Share Plan 2005 (the '2023
PSP Award'). There is no price payable
on the grant, vesting or exercise of
the 2023 PSP Award. Vesting of the 2023
PSP Award is subject to the achievement
of a performance condition over a three-year
period from 1 January 2023 to 31 December
2025.
-------------------------- -------------------------------------------------
Price(s) (in GBP) Volume(s)
-------------------------- ------------------------------- ----------------
Price(s) and
4(c) Volume(s) nil 33,973
-------------------------- ------------------------------- ----------------
Aggregated
Information
Aggregated
Volume and
4(d) Price nil 33,973
-------------------------- ------------------------------- ----------------
Date of the
4(e) transaction 2023-6-05
-------------------------- -------------------------------------------------
4(f) Place of the Outside of a trading venue.
transaction
-------------------------- -------------------------------------------------
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 transaction(s) have been conducted
4(a) Description Ordinary shares of 7 (5) /(9) pence
of the financial in Computacenter plc ('Ordinary Shares')
instrument
ISIN: GB00BV9FP302
--------------------- --------------------------------------------------
4(b) Nature of Grant of a nil-cost option award over
Transaction Ordinary Shares under the Computacenter
Performance Share Plan 2005 (the 'Replacement
PSP Award'). There is no price payable
on the grant, vesting or exercise of
the Replacement PSP Award. Vesting of
the Replacement PSP Award is subject
to the achievement of a performance
condition over a three-year period from
1 January 2022 to 31 December 2024.
--------------------- --------------------------------------------------
Price(s) (in GBP) Volume(s)
--------------------- ------------------------------- -----------------
Price(s) and
4(c) Volume(s) nil 13,527
--------------------- ------------------------------- -----------------
Aggregated
Information
Aggregated
Volume and
4(d) Price nil 13,527
--------------------- ------------------------------- -----------------
Date of the
4(e) transaction 2023-6-05
--------------------- --------------------------------------------------
4(f) Place of the Outside of a trading venue.
transaction
--------------------- --------------------------------------------------
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 transaction(s) have been conducted
4(a) Description Ordinary shares of 7 (5) /(9) pence
of the financial in Computacenter plc ('Ordinary Shares')
instrument
ISIN: GB00BV9FP302
--------------------- ----------------------------------------------
4(b) Nature of Grant of a nil-cost option award over
Transaction Ordinary Shares under Listing Rule 9.4.2
(the 'Replacement RSU Award'). There
is no price payable on the grant, vesting
or exercise of the Replacement RSU Award.
There are no performance conditions
which apply to the Replacement RSU Award.
--------------------- ----------------------------------------------
Price(s) (in GBP) Volume(s)
--------------------- ---------------------------- ----------------
Price(s) and
4(c) Volume(s) nil 5,695
--------------------- ---------------------------- ----------------
Aggregated
Information
Aggregated
Volume and
4(d) Price nil 5,695
--------------------- ---------------------------- ----------------
Date of the
4(e) transaction 2023-6-05
--------------------- ----------------------------------------------
4(f) Place of the Outside of a trading venue.
transaction
--------------------- ----------------------------------------------
Enquiries:
Name: Simon Pereira
Company Secretary
Address: Computacenter plc
Hatfield Avenue
Hatfield
Hertfordshire
AL10 9TW
+44 (0) 7385 514
Telephone: 715
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END
DSHEAEKXEDADEFA
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June 07, 2023 07:00 ET (11:00 GMT)
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