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O2 PLC - Director/PDMR Shareholding
RNS Number:9205Y
O2 PLC
24 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

Peter Erskine Director
Danuta Gray Director
Matthew Key Director
Richard Poston PDMR
Sohail Qadri Director
Peter Richardson 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

As above

8 State the nature of the transaction

Exercise of options under the O2 Share Option Plan or the O2 Sharesave Plan

All shares were assented under the terms of the Telefonica offer.

9. Number of shares, debentures or financial instruments relating to shares
acquired

Peter Erskine 34,482
Danuta Gray 8,966
Matthew Key 12,188
Richard Poston 34,482
Sohail Qadri 21,477
Peter Richardson 17,404

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

23 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)

Peter Erskine
Danuta Gray
Matthew Key
Richard Poston
Sohail Qadri
Peter Richardson

All the shares held by the above-named are being assented under the terms of the
offer.

16. Date issuer informed of transaction

23 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

24 February 2006


END


                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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