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RNS Number:8937X
O2 PLC
03 February 2006
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).
(1) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and
24.
(2) An issuer making a notification in respect of a derivative relating to the
shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and
24.
(3) An issuer making a notification in respect of options granted to a director
/person discharging managerial responsibilities should complete boxes 1 to
3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should
complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes should in block capital letters.
1. Name of the issuer
O2 plc
2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
(iii)
3. Name of person discharging managerial responsibilities/director
Sir David Arculus Director
Peter Erskine Director
David Finch Director
Danuta Gray PDMR
Rudolf Groeger Director
Andrew Harley PDMR
Matthew Key PDMR
Richard Poston PDMR
Sohail Qadri PDMR
Peter Richardson PDMR
Dave Williams PDMR
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A in all above cases
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of those listed in 3 above in all cases.
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of 0.1p each fully paid
7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them
Hill Samuel Offshore Trust Company Limited
8 State the nature of the transaction
Following the recommended offer for O2 plc by Telefonica, S.A. being declared
unconditional in all respects on 23 January 2006, all awards under the O2
Performance Share Plan (PSP), the O2 Restricted Share Plan (RSP), the O2
Deferred Equity Incentive Plan (DEIP) and the O2 Deferred Bonus Awards (DBA)
vested in accordance with the terms of the offer. Other than Sir David Arculus'
RSP award, which vests in full immediately, the RSP awards are released in
accordance with the rules but are being replaced by a conditional entitlement to
a cash sum equivalent to the value of the vested award, at the normal vesting
date. The 2005 PSP awards are being treated in a similar way with a conditional
entitlement to a cash sum, equivalent to the value of the vested award, on the
first anniversary of the offer being declared unconditional in all respects.
Except for the RSP awards that have been replaced by a conditional entitlement
to cash and the 2005 PSP awards, this created an immediate tax and national
insurance or social security liability for the Directors and PDMRs involved. As
result, a proportion of resulting shares was sold in order to satisfy personal
tax and national insurance or social security liabilities.
All shares were assente under the terms of the offe and, from the proceeds, tax
and national insurance or social security liability was deducted as
appropriater.
9. Number of shares, debentures or financial instruments relating to shares
acquired
PSP RSP DEIP DBA
Sir David Arculus 299,831
Peter Erskine 2,752,021 1,014,989 205,809
David Finch 1,594,921 654,830 155,696
Danuta Gray 704,301 504,220 87,859
Rudolf Groeger 1,885,441 867,831 189,224
Andrew Harley 704,301 238,974 46,519
Matthew Key 566,962 146,916 239,685 71,356
Richard Poston 521,072 173,843 38,657
Sohail Qadri 773,412 286,037 55,087
Peter Richardson 131,925 46,397
Dave Williams 546,158 181,041 165,818 34,114
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
De minimis in each case
11. Number of shares, debentures or financial instruments relating to shares
disposed
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
13. Price per share or value of transaction
200p each
14. Date and place of transaction
2 February 2006, London
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
Sir David Arculus
Peter Erskine
David Finch
Danuta Gray
Rudolf Groeger
Andrew Harley
Matthew Key
Richard Poston
Sohail Qadri
Peter Richardson
Dave Williams
All the shares held by the above-named are being assented under the terms of the
offer.
16. Date issuer informed of transaction
3 February 2006
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
....................................
18. Period during which or date on which it can be exercised
....................................
19. Total amount paid (if any) for grant of the option
....................................
20. Description of shares or debentures involved (class and number)
....................................
....................................
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
....................................
22. Total number of shares or debentures over which options held following
notification
....................................
23. Any additional information
....................................
24. Name of contact and telephone number for queries
Deborah Russell, 01753 628096
Name and signature of duly authorised officer of issuer responsible for making
notification
Philip Bramwell, Company Secretary
Date of notification
3 February 2006
END
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