NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES AND CONNECTED PERSONS
GKN plc (the 'Company') announces the release of ordinary shares of 10p each in
the Company (the 'Shares') to Persons Discharging Managerial Responsibilities
('PDMRs') under the GKN Sustainable Earnings Plan ('SEP'), the GKN Deferred
Bonus Plan ('DBP') and the Restricted Share Award (2) ('RSA') as set out below.
SEP
Awards under the SEP comprise a core award and a sustainability award. On 24
February 2015, 50% of vested shares under the core awards granted in 2012 were
released to the PDMRs listed below. The core awards vested at 67.5% of maximum
in respect of the three year performance period that ended on 31 December 2014.
The remaining 50% of vested core award shares will be released in 2017 in
accordance with the plan rules. The number of shares under the sustainability
awards associated with the vested core awards has been reduced to reflect the
extent to which the performance condition relating to the core awards was not
satisfied. These sustainability award shares will vest and be released in 2017
subject to achievement of the sustainability target measured in each of the
financial years ending 31 December 2015 and 31 December 2016.
The release of 50% of the vested core award shares includes additional dividend
equivalent shares based on the value of dividends that would have been paid on
shares from the date of grant to date of release as set out in the table below:
Directors & PDMRs Core award Additional Shares sold Shares
shares dividend retained
released in Shares
2015
Nigel Stein 174,977 9,778 87,141 97,614
Andrew Reynolds 108,744 6,076 54,156 60,664
Smith
Kevin Cummings 33,809 1,886 15,592 20,103
Chris Fox 24,685 1,378 12,293 13,770
Douglas McIldowie 32,965 1,840 34,805 -
Peter Oberparleiter 35,126 1,962 16,970 20,118
Jos Sclater 19,705 1,099 9,813 10,991
Phil Swash 24,685 1,378 12,293 13,770
Shares to satisfy tax and social security liabilities were sold at £3.693586
per Share for all PDMRs with the exception of Peter Oberparleiter whose shares
were sold at £3.6382 per Share.
RSA
On 24 February 2015, the Company was notified by the Trustee of its Employee
Share Ownership Trust of the transfer of Shares to Adam Walker in relation to
the release of the RSA granted to him on 10 March 2014. The RSA formed part of
the awards granted to facilitate Adam Walker's recruitment, recognising the
value of unvested share awards granted by his former employer which were
forfeited on appointment to the Company.
The release of RSA shares includes additional dividend equivalent shares based
on the value of dividends that would have been paid on shares from the date of
grant to date of release as set out in the table below:
Director Shares released Additional Shares sold Shares retained
dividend
Shares
Adam Walker 71,423 1,572 34,377 38,618
Shares were sold at £3.726805 per Share to satisfy tax and social security
liabilities.
.
DBP
On 25 February 2015, the Company was notified by the Trustee of its Employee
Share Ownership Trust of the transfer of Shares to the PDMRs listed below. The
shares released represent a percentage of the amount earned under the Company's
2013 annual bonus arrangements which were compulsorily deferred and invested
into Shares. Shares were released after a two year deferral period; during this
period, dividends earned on the shares were accrued and an equivalent cash
amount paid on release of the shares.
PDMRs Number of Shares Number of Shares Number of Shares
released sold retained
Kevin Cummings 5,875 2,415 3,460
Phil Swash 4,263 2,008 2,255
Shares were sold at £3.651553 per Share to satisfy tax and social security
liabilities.
Directors' Interests
Following these transactions, the interests of the PDMRs listed above and of
their connected persons in Shares are as follows:
Director & PDMR No. of shares % of issued share capital
Nigel Stein 1,467,691 0.0893%
Andrew Reynolds Smith 966,119 0.0588%
Adam Walker 115,899 0.0071%
Kevin Cummings 141,216 0.0087%
Chris Fox 13,770 0.0008%
Douglas McIldowie 102,151 0.0063%
Peter Oberparleiter 104,699 0.0064%
Jos Sclater 10,991 0.0007%
Phil Swash 73,313 0.0045%
This announcement is made in accordance with Disclosure and Transparency Rule
3.1.4R (1).
25 February 2015
