1. Performance Share Plan
It was confirmed on 25 July 2005 that on that day the following awards under the Marks and Spencer Group Performance Share Plan (the "Performance Share Plan") were made to Directors and to Persons Discharging Managerial Responsibility ("PDMRs") of the Company:
| Name of Director |
Allocation of Performance Shares (see Note below) |
| Ian Dyson |
234,146 |
| Stuart Rose |
473,868 |
| Name of PDMR |
Allocation of Performance Shares (see Note below) |
| Kate Bostock |
117,073 |
| Keith Cameron |
114,983 |
| Guy Farrant |
119,164 |
| Fiona Holmes |
71,080 |
| Flic Howard-Allen |
73,171 |
| Matthew Hudson |
71,080 |
| Stuart McIvor |
83,624 |
| Andrew Moore |
62,718 |
| Graham Oakley |
173,937 |
| Steve Rowe |
71,080 |
| Steve Sharp |
234,146 |
| Andrew Skinner |
83,624 |
| Anthony Thompson |
116,237 |
| Alastair Tipple |
58,537 |
| John Walton |
83,624 |
| Chris Williams |
81,533 |
| Richard Wolff |
75,261 |
Note:
Under the Performance Share Plan, awards are granted as a conditional allocation, where a participant will receive free Ordinary Shares in the Company on the vesting of an award subject to continuing employment. The vesting of an award will depend on the Company's adjusted earnings per share ("EPS") performance over a fixed three-year performance period starting on the first day of the financial year in which the awards were granted.
The adjusted EPS growth will be determined by comparing the Company's adjusted EPS for the financial year prior to the grant of awards with its adjusted EPS for the third financial year thereafter. Adjusted EPS will be calculated on the same basis as stated in the Company's annual report and accounts (note 9, page 39) except in the case of the 2004/05 figure which has been calculated on a "pro-forma" basis.
The pro-forma EPS figure for 2004/05 is 23.5p against the standard adjusted EPS of 21.9p. These figures are calculated under UK GAAP. However, as subsequent periods will be reported under IFRS, the pro-forma EPS figure will need to be restated onto an IFRS basis to ensure comparability.
The extent to which awards will vest will depend on the extent to which the Company's average annual adjusted EPS growth exceeds inflation ("RPI") over the three-year performance period on the following basis:
Average Annual EPS Growth in excess of inflation (RPI) over the
three year performance period |
Percentage of award vesting |
| Below 8% |
0% |
| 8% |
20% |
| 15% or more |
100% |
| Between 8% and 15% |
Pro rata on a straight line basis |
No consideration was paid for the grant of any award.
2. Dividend Reinvestment Plan
The Company was informed on 25 July 2005 that the following PDMRs and their Connected Persons would acquire Marks and Spencer Group plc Ordinary shares of 25p each, purchased in London at a price of 363.08p each, under the Company's Dividend Reinvestment Plan in respect of a dividend paid on 15 July 2005:
| Name of PDMR |
No. of Shares Acquired |
| Guy Farrant |
203 |
| Steven Sharp |
511 |
| Lesley Sharp (wife of Steven Sharp) |
8 |
| Anthony Thompson |
387 |
| Sally Thompson (wife of Anthony Thompson) |
20 |
| Alastair Tipple |
90 |
3. PEPs
The Company was informed on 25 July 2005 that on 18 July 2005, the following PDMRs and their Connected Persons acquired Marks and Spencer Group plc Ordinary Shares of 25p each, purchased in London at a price of 360.75p each, as a reinvestment of dividend in a PEP registered under the name of Marks & Spencer Savings and Investments Limited:
| Name of PDMR |
No. of Shares Acquired |
| Fiona Holmes |
31 |
| Christopher Holmes (husband of Fiona Holmes) |
17 |
| Graham Oakley |
20 |
| Richard Wolff |
37 |
4. PDMRs' Holdings
Following the above notifications, excluding any conditional allocation of shares granted under the Performance Share Plan, the PDMRs' holdings, including those of their Connected Persons, are confirmed as follows:
| Name of PDMR |
Total Holding of Ordinary Shares |
Total Percentage Holding |
| Guy Farrant |
23,181 |
De minimis |
| Fiona Holmes |
7,102 |
De minimis |
| Graham Oakley |
72,461 |
De minimis |
| Steven Sharp |
27,565 |
De minimis |
| Alastair Tipple |
4,495 |
De minimis |
| Richard Wolff |
46,485 |
De minimis |
The above information has been disclosed under DR 3.1.4R(1) and, where applicable, in accordance with section 324 (as extended by section 328) of the Companies Act 1985.
For further information, please contact:
Clair Foster
Marks & Spencer Corporate PR 020 8718 8323
Bella Pagdin
Marks & Spencer Corporate PR 020 8718 1967
For background information on the Company, please go to our website.
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