Director/PDMR Shareholding

27 Sep 2010 17:05

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

Hays plc (the "Company")

In accordance with DTR 3.1.4(R)(1)(a) the Company hereby notifies you of the following changes in the interests of directors and persons discharging managerial responsibility ("PDMRs") arising out of (a) the grant of conditional awards of Ordinary shares in the Company ("Shares") under the Performance Share Plan, and (b) the vesting of a deferred rights award under the Deferred Annual Bonus Plan.

(a) PERFORMANCE SHARE PLAN ("PSP")

Today, 27 September 2010, the following conditional awards of Shares were granted for nil consideration to PDMRs under the rules of the PSP. The number of Shares under award was calculated by reference to the price of 110.9 pence per Share, being the closing middle market price on 24 September 2010. The number of Shares stated below is the maximum number of Shares available to each PDMR on satisfaction in full of the applicable performance conditions.

DIRECTOR NUMBER OF SHARESNAME OR PDMR UNDER PSP AWARDAlistair Cox Director & PDMR 994,138Paul Venables Director & PDMR 716,774Tim Cook PDMR 297,565Nick Cox PDMR 342,978James Cullens PDMR 259,693Sholto Douglas-Home PDMR 216,411Nigel Heap PDMR 499,493Royston Hoggarth PDMR 351,668Stephen Weston PDMR 297,565Alison Yapp PDMR 238,052TOTAL SHARES 4,214,337

The vesting of one half of the Shares under award will depend on the Company's total shareholder return performance relative to a sector peer group, measured over the three-year period to 30 June 2013. Vesting of this tranche will also be dependent on the Remuneration Committee being satisfied with the financial performance of the Company over the three-year period. The vesting of the remaining one half of the Shares under award will depend on achievement of a target based on the Group's cumulative Earnings per Share ("EPS") performance over the three financial years from 1 July 2010 to 30 June 2013. The lower and upper EPS growth range for the first year of the cycle, from 1 July 2010 to 30 June 2011, will be based on external consensus forecasts for that year (being a range of +/- 4% around the consensus forecast EPS of 4.9p per share). The EPS growth for the remaining two years of the cycle from 1 July 2011 to 30 June 2013 will require additional growth of between RPI+4% and RPI+12% per annum to achieve threshold and maximum vesting respectively. This approach, which the Remuneration Committee also intends to use in future performance cycles, has been adopted following discussion with major shareholders. Further information will be set out in the Company's 2010 Remuneration Report to be published in October 2010.

(b) DEFERRED ANNUAL BONUS PLAN ("DAB")

Shares acquired under a deferred rights award granted on 21 September 2007 to Mr N Heap, a PDMR, were released today under the rules of the DAB as detailed in the table below. The award was originally made out of his pre-tax bonus from the 2007 financial year. Shares under the related matching award have lapsed in full. The vested Shares qualify for additional dividend equivalent Shares.

DEFERRED DIVIDEND TOTAL DIRECTOR RIGHTS EQUIVALENT SHARESNAME OR PDMR RELEASED SHARES RELEASEDNigel Heap PDMR 37,369 7,462 44,831

For further information in respect of this announcement please contact Neil Tsappis, Deputy Company Secretary, Hays plc on +44 (0) 20 7383 2266.