Business
DIRECTOR/PDMR/PCA DEALING
DIRECTOR/PDMR/PCA DEALING.
About this update from Costain Group Plc
Costain Group PLC (the Company) 25 June 2025 DIRECTOR/PDMR/PCA DEALING The Company announces that, following the exercise of share awards granted under the Company's 2014 Share Deferral Plan (SDP) and the Company's 2014 Long Term Incentive Plan (LTIP), Alex Vaughan, Chief Executive Officer, and Helen Willis, Chief Financial Officer, have exercised 751,810 and 458,662 options respectively on 20 June 2025 and sold 751,810 and 337,117 shares respectively at an average price of 143 pence per share on 20 and 24 June 2025. 353,352 and 215,572 shares respectively were sold to cover Tax and National Insurance (NI) (see b) below). (a) Total Beneficial Holding of Shares Following these transactions Alex and Helen have beneficial interests in the shares of the Company as follows: Name of Director Total beneficial holding of Shares held prior to the transactions detailed in section (b) below Total beneficial holding of Shares held following the transactions detailed in section (b) below Number of "qualifying" awards* Value of total beneficial shareholding including qualifying awards* based on a share price of 144 pence per Share Value of total beneficial shareholding including qualifying awards* expressed as a percentage of salary ** Alex Vaughan 570,737 570,737 895,095 (LTIP) 246,420 (SDP) £2,465,643 460% Helen Willis 132,248 253,793 728,048 (LTIP) 204,645 (SDP) £1,708,540 385% * Unexercised LTIPs post-performance period and unvested SDP options held, after projected income tax and NI liability ** The Director's Remuneration Report within the 2024 Annual Report and Accounts details t he Company's share ownership guidelines is two times salary (200%). (b) Exercise of LTIP and SDP awards and subsequent share disposals Awards were granted under the Costain Group PLC 2014 LTIP to certain employees of the Company in 2020 including to Alex Vaughan on 7 October 2020 and to Helen Willis on 30 November 2020. The awards were granted in the form of options with a nil cost exercise price over a fixed number of Shares (the Awards). The Awards vested on 6 April 2025 and became exercisable until the tenth anniversary of the date of grant. On 6 April 2023, awards were also granted under the Costain Group PLC 2014 SDP to certain Directors and employees of the Company. The awards were granted in the form of options with a nil cost exercise price over a fixed number of Shares (the Awards). The Awards vested on 6 April 2025 and became exercisable until the tenth anniversary of the date of grant. On 24 June 2025, JTC Share Plan Trustees (Guernsey) Limited, as Trustee of the Costain Group Employee Benefit Trust, advised the Company that on 20 June 2025, Alex Vaughan and Helen Willis exercised their Awards to acquire the number of Shares and sold sufficient shares to satisfy their income tax and NI liability arising on exercise. Alex then sold his remaining balance of shares and Helen sold a number of her shares and transferred the remaining balance to her spouse, all as detailed in the table below. Name of Director Total number of Shares acquired on exercise of Awards)* Exercise Price Number of Shares sold to satisfy Tax and NI liabilities, at a price of 142 pence per share Number of shares sold at a price of 144 pence per share Number of Shares retained (by transfer to spouse) Alex Vaughan 455,924 (LTIP) 295,886 (SDP) Nil Nil 214,285 139,067 241,639 156,819 Nil Nil Helen Wills 212,940 (LTIP) 245,722 (SDP) Nil Nil 100,082 115,490 56,429 65,116 56,429 65,116 * including dividend shares accrued at vesting Enquiries: Investors and analysts Matt Jones, Costain [email protected] +44 (0) 7860 922 341 Financial media - Headland Andy Rivett-Carnac Charlie Twigg [email protected] +44 (0) 7968 997365 +44 (0) 7946 494568 The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK 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 / amendment INITIAL NOTIFICATION 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 instrument, type of instrument Identification code ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 b) Nature of the transaction (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2020 LTIP GRANT) (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES (3) SALE OF SHARES c) Price(s) and volume(s) Price(s) Volume(s) (1) Nil Cost 455,924 (2) £1.42 214,285 (3) £1.44 241,639 d) Aggregated information - Aggregated volume - Price (1) Total number of Shares vested - 455,924 (2) Total number of Shares sold to cover Tax and NI - 214,285 Total price - £304,284.70 (3) Total number of Shares sold - 241,639 Total price - £347,960.16 e) Date of the transaction 24 JUNE 2025 f) Place of the transaction (1) and (2) OUTSIDE A TRADING VENUE (3) XLON The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation. Notification of Dealing Form 1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA") a) Name HELEN MARGARET WILLIS 2. Reason for the notification a) Position /status CHIEF FINANCIAL OFFICER/ PDMR b) Initial notification / amendment INITIAL NOTIFICATION 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 instrument, type of instrument Identification code ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 b) Nature of the transaction (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2020 LTIP GRANT) (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES (3) SALE OF SHARES (4) TRANSFER OF SHARES TO SPOUSE c) Price(s) and volume(s) Price(s) Volume(s) (1) Nil Cost 212,940 (2) £1.42 100,082 (3) £1.44 56,429 (4) Nil Cost 56,429 d) Aggregated information - Aggregated volume - Price (1) Total number of Shares vested - 212,940 (2) Total number of Shares sold to cover Tax and NI - 100,082 Total price - £142,116.44 (3) Total number of Shares sold - 56,429 Total price - £81,257.76 (4) Total number of shares transferred to spouse - 56,429 Total price - Nil e) Date of the transaction 24 JUNE 2025 f) Place of the transaction (1), (2) and (4) OUTSIDE A TRADING VENUE (3) XLON The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK 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 / amendment INITIAL NOTIFICATION 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 instrument, type of instrument Identification code ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 b) Nature of the transaction (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL PLAN (2023 SDP GRANT) (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES (3) SALE OF SHARES c) Price(s) and volume(s) Price(s) Volume(s) (1) Nil Cost 295,886 (2) £1.42 139,067 (3) £1.44 156,819 d) Aggregated information - Aggregated volume - Price (1) Total number of Shares vested - 295,886 (2) Total number of Shares sold to cover Tax and NI - 139,067 Total price - £197,475.14 (3) Total number of Shares sold - 156,819 Total price - £225,819.36 e) Date of the transaction 24 JUNE 2025 f) Place of the transaction (1) and (2) OUTSIDE A TRADING VENUE (3) XLON The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation. Notification of Dealing Form 1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA") a) Name HELEN MARGARET WILLIS 2. Reason for the notification a) Position /status CHIEF FINANCIAL OFFICER/ PDMR b) Initial notification / amendment INITIAL NOTIFICATION 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 instrument, type of instrument Identification code ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 b) Nature of the transaction 1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 SHARE DEFERRAL PLAN (2023 SDP GRANT) 2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES 3) SALE OF SHARES 4) TRANSFER OF SHARES TO SPOUSE c) Price(s) and volume(s) Price(s) Volume(s) (1) Nil Cost 245,722 (2) £1.42 115,490 (3) £1.44 65,116 (4) Nil Cost 65,116 d) Aggregated information - Aggregated volume - Price (1) Total number of Shares vested - 245,722 (2) Total number of Shares sold to cover Tax and NI - 115,490 Total price - £163,995.80 (3) Total number of Shares sold - 65,116 Total price - £93,767.04 (4) Total number of shares transferred - 65,116 Total price - Nil e) Date of the transaction 24 JUNE 2025 f) Place of the transaction (1), (2) and (4) OUTSIDE A TRADING VENUE (3) XLON The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation. Notification of Dealing Form 1. Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA") a) Name HELEN MARGARET WILLIS/ COLIN JOHN KEANE 2. Reason for the notification a) Position /status PCA to CHIEF FINANCIAL OFFICER/ PDMR b) Initial notification / amendment INITIAL NOTIFICATION 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 instrument, type of instrument Identification code ORDINARY SHARES OF 1 PENCE EACH ISIN: GB00B64NSP76 b) Nature of the transaction TRANSFER OF SHARES FROM SPOUSE FOLLOWING EXERCISE OF VESTED LTIP AND SDP SHARES c) Price(s) and volume(s) Price(s) Volume(s) Nil Cost 121,545 d) Aggregated information - Aggregated volume - Price Total number of shares from spouse - 121,545 Total price - Nil e) Date of the transaction 24 JUNE 2025 f) Place of the transaction OUTSIDE A TRADING VENUE