Director/PDMR Shareholding

RNS Number : 2033S

NCC Group PLC

14 June 2024

NCC Group plc

Grant of awards under LTIP

NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), a people-powered, tech-enabled global cyber security and software escrow business, announces that on 11 June 2024, NCC Group made awards over 1,704,639 ordinary shares of 1p each in NCC Group ("NCC Group Shares") under the NCC Group PLC 2020 Long Term Incentive Plan to its Executive Directors as set out in the table below. Awards are in the form of rights to receive shares at nil-cost ("LTIP Awards").

These LTIP Awards have been made conditional upon the approval of NCC Group's new Remuneration Policy which will be submitted to shareholders at the NCC Group's annual general meeting, to be scheduled for either January or February 2025.

As announced on 25 January 2024, NCC's year end has changed to 30 September. In order to allow a smooth transition to NCC Group's new financial year, which would have commenced on 1 June but now commences on 1 October, the LTIP Awards relate to an extended performance period, so that performance is measured over the period from 1 June 2024 to 30 September 2027 (40 months) and the quantum has been adjusted accordingly to relate to salary over a 16 month period. No further LTIP Awards are intended to be made to Executive Directors for the 2024 or the 2025 financial year.

The LTIP Awards include a 'kicker' element which will vest subject to significantly more stretching performance targets. Further detail about the performance targets will be included in the 2024 Annual Report and Accounts.

Executive Director	Role	Number of NCC Group Shares under standard LTIP Award	Number of NCC Group Share under 'kicker' LTIP Award
Mike Maddison	Chief Executive Officer	887,409	253,545
Guy Ellis	Chief Financial Officer	422,764	140,921

LTIP Awards over a further 1,954,560 NCC Group Shares were made to other senior employees on similar terms and are not subject to the approval of the Company's revised Remuneration Policy, including the LTIP Awards to the PDMRs described in the notification below.

NCC Group intends that the LTIP Awards will be satisfied on vesting predominantly by existing NCC Group Shares held by the trustee of the NCC Group 2004 Employee Share Ownership Trust (EBT).

NCC GROUP plc

Classification - Director/PDMR Shareholding

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Mike Maddison
2	Reason for the notification
a)	Position/status	Chief Executive Officer / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Conditional grant of award under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)	Volume(s)
			1)	Nil	1,140,954

d)	Aggregated information - Aggregated volume - Price
				Aggregated volume	Aggregated price
			1)	1,140,954	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Guy Ellis
2	Reason for the notification
a)	Position/status	Chief Financial Officer / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Conditional grant of award under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)	Volume(s)
			1)	Nil	563,685

d)	Aggregated information - Aggregated volume - Price
				Aggregated volume	Aggregated price
			1)	563,685	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Angela Brown
2	Reason for the notification
a)	Position/status	Chief Marketing Officer / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Grant of shares under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)			Volume(s)
			1)	Nil			140,418
d)	Aggregated information - Aggregated volume - Price
					Aggregated volume	Aggregated price
			1)		140,418	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Kevin Brown
2	Reason for the notification
a)	Position/status	Chief Operating Officer / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Grant of shares under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)			Volume(s)
			1)	Nil			215,378
d)	Aggregated information - Aggregated volume - Price
					Aggregated volume	Aggregated price
			1)		215,378	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Sian John
2	Reason for the notification
a)	Position/status	Chief Technology Officer / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Grant of shares under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)			Volume(s)
			1)	Nil			158,942
d)	Aggregated information - Aggregated volume - Price
					Aggregated volume	Aggregated price
			1)		158,942	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Andrew Lemonofides
2	Reason for the notification
a)	Position/status	Global Managing Director, Escode / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Grant of shares under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)			Volume(s)
			1)	Nil			234,958
d)	Aggregated information - Aggregated volume - Price
					Aggregated volume	Aggregated price
			1)		234,958	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Michelle Porteus
2	Reason for the notification
a)	Position/status	Chief People Officer / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Grant of shares under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)			Volume(s)
			1)	Nil			160,554
d)	Aggregated information - Aggregated volume - Price
					Aggregated volume	Aggregated price
			1)		160,554	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely Associated
a)	Name	Rebecca Fox
2	Reason for the notification
a)	Position/status	Group Chief Information Officer / PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	NCC Group plc
b)	LEI	213800DJCGZRB6523934
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 1p each GB00B01QGK86
b)	Nature of the transaction	1) Grant of shares under the 2024-2027 LTIP over NCC Group plc ordinary shares of 1 pence each, with a performance period of 1 June 2024 to 30 September 2027.
c)	Price(s) and volume(s)
				Price(s)			Volume(s)
			1)	Nil			144,430
d)	Aggregated information - Aggregated volume - Price
					Aggregated volume	Aggregated price
			1)		144,430	Nil
e)	Date of the transaction	1) 2024-06-11
f)	Place of the transaction	London Stock Exchange (XLON)

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