9 March 2022
ROBERT WALTERS PLC
(the "Company")
Directors' Shareholdings & Total Voting Rights
2021 Deferred bonus shares
The Company announces that the Executive Directors listed in the table below have deferred part of their respective annual bonuses for the financial year ended 31 December 2021 into ordinary shares of 20p each in the Company ("Ordinary Shares"), as required by the Company's Remuneration Policy. Accordingly, on 8 March 2021, the Executive Directors were awarded a conditional right to receive Ordinary Shares, payable in equal tranches at the end of 31 December 2022 and 31 December 2023. The number of Ordinary Shares deferred and net of tax, as shown below, was calculated by reference to the price of £5.70 per share, being the purchase price on 8 March 2022.
| Directors | Deferred Ordinary Shares |
| Robert Walters | 29,131 |
| Alan Bannatyne | 17,139 |
| Total | 46,270 |
The total of 46,270 Ordinary Shares were purchased by the Company on 8 March 2022 at the market price of £5.70 per share and will be held until the dates of vesting, half at the end of 31 December 2022 and half at the end of 31 December 2023.
2022 PSP awards
The Company announces that the following awards were made to the Executive Directors under the 2014 Robert Walters Performance Share Plan on 8 March 2022:
| Director | No. of Ordinary Shares awarded |
| Robert Walters | 185,089 |
| Alan Bannatyne | 113,035 |
| Total | 298,124 |
The awards, which were made in the form of options at nil cost, are subject to performance conditions. Vesting will normally not occur before three years have elapsed.
Vesting of deferred bonus shares
The Company was informed on 8 March 2022 of the following dealings of Ordinary Shares pursuant to the vesting of awards previously deferred as part of the Executive Directors' respective bonuses for the financial year ended 31 December 2019 as announced on 3 March 2020.
| Directors | Total Deferred Ordinary Shares vested |
| Robert Walters | 3,400 |
| Alan Bannatyne | 2,080 |
| Total | 5,480 |
Pursuant to instructions given by each of the Executive Directors, the full awards vested were sold on 8 March 2022 at a price of £5.70 per share.
2019 Performance Share Plan Scheme exercise
The Company announces that it was notified on 8 March 2022 of the following dealings by the Executive Directors listed in the table below.
| Director | Number of PSP shares exercised | Number of PSP shares sold | Sale price (p) |
| Robert Walters | 49,080 | 49,080 | 570p |
| Alan Bannatyne | 29,967 | 29,967 | 570p |
| Total | 79,047 | 79,047 | 570p |
These dealings were pursuant to the vesting of awards under the 2014 Robert Walters Performance Share Plan Scheme ("PSP") on 8 March 2022.
Pursuant to instructions given by each of the Executive Directors, the awards were exercised and sold on 8 March 2022 upon the exercise of the Ordinary Shares for Robert Walters and Alan Bannatyne.
Directors' Shareholdings
There has been no change in the overall shareholdings of each of the Executive Directors as a result of the transactions set out above and individual shareholdings before and after are set out below:
| Director | Shareholding prior to this announcement | % holding in Company | Shareholding after this announcement | % holding in Company |
| Robert Walters | 2,235,963 | 2.92 | 2,235,963 | 2.92 |
| Alan Bannatyne | 699,283 | 0.91 | 699,283 | 0.91 |
Robert Walters plc's issued share capital now consists of 80,707,030 Ordinary Shares, of which 4,074,000 Ordinary Shares are held in treasury.
Therefore, the total number of voting rights in Robert Walters plc is 76,633,030, which may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Robert Walters plc under the FCA's Disclosure Guidance and Transparency Rules.
Further information
| Robert Walters plc Robert Walters, Chief Executive Alan Bannatyne, Chief Financial Officer
| +44 (0) 20 7379 3333 |
| Williams Nicolson Steffan Williams
| +44 7767 345 563 |
APPENDIX
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Robert Walters | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Award of Ordinary Shares as deferred part of the Executive Directors' respective bonuses for the financial year ended 31 December 2021 as announced on 9 March 2022 | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 570p | 29,131 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
29,131 (deferred bonus) £166,046.70 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | Outside of trading venue (XOFF) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Robert Walters | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Grant of Ordinary Shares under the 2014 Robert Walters Performance Share Plan Scheme | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 0 | 185,089 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
185,089 (psp) 0 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | Outside of trading venue (XOFF) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Robert Walters | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Sale of Ordinary Shares pursuant to the vesting of awards previously deferred as part of the Executive Directors' respective bonuses for the financial year ended 31 December 2019 as announced on 3 March 2020 | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 570p | 3,400 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
3,400 (deferred bonus) £19,380.00 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, XLON | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Robert Walters | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Exercise and sale of Ordinary Shares under the 2014 Robert Walters Performance Share Plan Scheme | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 570p | 49,080 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
49,080 (psp) £279,756.00 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, XLON | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Alan Bannatyne | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Financial Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Award of Ordinary Shares as deferred part of the Executive Directors' respective bonuses for the financial year ended 31 December 2021 as announced on 9 March 2022 | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 570p | 17,139 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
17,139 (deferred bonus) £97,692.30 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | Outside of trading venue (XOFF) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Alan Bannatyne | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Financial Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Grant of Ordinary Shares under the 2014 Robert Walters Performance Share Plan Scheme | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 0 | 113,035 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
113,035 (psp) 0 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | Outside of trading venue (XOFF) | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Alan Bannatyne | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Financial Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Sale of Ordinary Shares pursuant to the vesting of awards previously deferred as part of the Executive Directors' respective bonuses for the financial year ended 31 December 2019 as announced on 3 March 2020 | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 570p | 2,080 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
2,080 (deferred bonus) £11,856.00 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, XLON | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | ||
| (a) | Name | Alan Bannatyne | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Financial Officer | |
| (b) | Initial notification/ Amendment | Initial notification | |
| 3. | Details of the issuer | ||
| (a) | Name | Robert Walters plc | |
| (b) | LEI | 213800LIE15BDEN3VW43 | |
| 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 | Ordinary Shares of 20p each | |
| (b) | Identification code of the Financial Instrument | ISIN Code : GB0008475088 | |
| (c) | Nature of the transaction | Exercise and sale of Ordinary Shares under the 2014 Robert Walters Performance Share Plan Scheme | |
| (d) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 570p | 29,967 |
| | | | |
| (e) | Aggregated information - Aggregated volume - Price |
29,967 (psp) £170,811.90 | |
| (f) | Date of the transaction | 8 March 2022 | |
| (g) | Place of the transaction | London Stock Exchange, XLON | |
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