18 October 2022

ScS Group plc

Vesting of Long Term Incentive Plan 2020 (2020 LTIP) awards and PDMR notifications

ScS Group plc (the "Company") announces that on 14 October 2022, the Company's Employee Benefit Trust ("EBT") transferred 105,108 ordinary shares of 0.1 pence in the Company (the "Shares") to two PDMRs in satisfaction of vesting of share awards granted on 14 October 2019 (the "2020 LTIP"), details of which are set out below:

The 2020 LTIP crystallised on achieving the below performance criteria for the period 28 July 2019 to 30 July 2022 for earnings per share ("EPS"), as approved by the Remuneration Committee:

The underlying EPS as reported under IFRS16 for the year is 36.2p, which would result in 73.9% award under the terms of the LTIP. The Remuneration Committee are, however, conscious that the award was granted before transition to IFRS16, at a time when there were 40,009,109 shares in issue, and that the Group has benefited during the year from an effective tax rate lower than the statutory rate. As a consequence, the Remuneration Committee have recalculated EPS using the same accounting basis, number of shares and statutory tax rate as at the date of the award and based the vesting calculation on the adjusted EPS of 33.79p. This resulted in an award of 48.2%.

As part of this transaction, the Company has been notified of the following transactions:

1.     Chris Muir has sold 39,581 shares back to the EBT at a price of 139p per Share to cover his associated tax liability from the share award, and transferred the remaining shares to his spouse Helen Muir, for nil consideration. Following this announcement Chris Muir, together with persons closely associated to him, holds 179,557 ordinary shares representing circa 0.50% of the issued share capital of the Company.

2.     Marie Liston has sold 11,133 shares back to the EBT at a price of 139p per Share to cover her associated tax liability from the share award. Following this announcement Marie Liston, together with persons closely associated to her, holds 153,117 ordinary shares representing circa 0.43% of the issued share capital of the Company.

The notifications below are provided in accordance with the requirements of the EU Market Abuse Regulation:

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