Babcock International Group PLC : Director/PDMR Shareholding

BABCOCK INTERNATIONAL GROUP PLC

16 August 2013

NOTIFICATION OF TRANSACTIONS OF PDMRs OR THEIR CONNECTED PERSONS

Notification made in accordance with Rule 3.1.4 (1) (a) of the Disclosure and Transparency Rules.

On 15 August 2013, 40% of the annual bonus awards ("Bonus") made to each of the persons listed below in respect of the financial year to 31 March 2013 was compulsorily deferred into shares by means of conditional options to acquire Ordinary Shares of 60p in Babcock International Group PLC (the "Company") at nil consideration (a "Basic Award").  In addition, a further amount of that Bonus, in accordance with the rules of the Plan and not exceeding 40% of annual base salary, was voluntarily deferred by them into shares by means of conditional options to acquire Ordinary Shares of 60p in the Company at nil consideration (a "Voluntary Deferral Award").  The number of shares in each of the Basic Awards and Voluntary Deferral Awards had a value on grant equal to the amount of the deferred bonus.

 For each share comprised in a Basic Award or Voluntary Deferral Award, an award over two shares was granted as performance-related conditional options to acquire Ordinary Shares of 60p in the Company at nil consideration (a "Matching Award"). 

All awards were made under the Company's Deferred Bonus Matching Plan 2012 (the "Plan").  Ordinarily, the awards can be exercised after three years and provided the participant concerned is still in the employment of the Company at the time of exercise, with exceptions for leaving early in certain cases such as redundancy, retirement, ill-health or death. The Plan includes 'malus' provisions which provide the Company with discretion to revoke/reduce a Basic Award and related Matching Award if appropriate. 

As they are a bonus deferral mechanism, there are no performance conditions in relation to the Basic Awards and the Voluntary Deferral Awards, but there are performance conditions, based on performance targets over a three-year period (1 April 2013 to 31 March 2016), in relation to the Matching Awards which will determine the number of shares ultimately vesting under the Matching Award (subject to the rules of the DBMP).

Conditional awards were also made to the persons listed below on 15 August 2013 under the Babcock International Group PLC Performance Share Plan 2009 ("PSP") in respect of 60p ordinary shares in Babcock International Group PLC.  The awards under the PSP were made in the form of nil-cost options. The awards will be exercisable (subject to the rules of the PSP) ordinarily between the 3rd and 4th anniversary of the grant, though this may be subject to extension.

The number of shares ultimately vesting under each award is (subject to the rules of the plan) dependent on performance against performance targets over a three-year period (1 April 2013 to 31 March 2016). 

Albert Dungate

Babcock International Group PLC