UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Reed Elsevier PLC |
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(Translation of registrants name into English) | ||||
1-3 Strand London WC2N 5JR |
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(Address of principal executive office) |
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Reed Elsevier NV |
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(Translation of registrants name into English) | ||||
Radarweg 29 1043 NX Amsterdam PO Box 470 1000 AL Amsterdam | ||||
(Address of principal executive office) |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
Director/PDMR Shareholding
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Reed Elsevier PLC | ||
Date: 05/04/2012 | By: |
/s/H.Udow |
Name: | H.Udow | |
Title: | Chief Legal Officer & Company Secretary | |
Reed Elsevier NV | ||
Date: 05/04/2012 | By: |
/s/H.Udow |
Name: | H.Udow | |
Title: | Authorised Signatory | |
Exhibit No. | Description | |
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99 | Director/PDMR Shareholding 05/04/2012 | |
ISSUED ON BEHALF OF REED ELSEVIER PLC AND REED ELSEVIER NV
4 May 2012
Director/PDMR Shareholdings
Reed Elsevier announces the following transactions in the securities of Reed Elsevier by its Directors and PDMRs:
(a) Award of conditional matching shares granted on 2 May 2012 under the
Reed Elsevier Group plc Bonus Investment Plan 2010 (BIP)
Director | No. of Reed Elsevier PLC | No. of Reed | Vesting of matching | |||||||||
matching ordinary | Elsevier NV | shares | ||||||||||
shares awarded | matching ordinary | |||||||||||
shares/ADRs* | ||||||||||||
awarded | ||||||||||||
Erik Engstrom | - | 68,475* | 2015 | |||||||||
Mark Armour |
90,987 | 21,028 | 2015 | |||||||||
*Denotes award over ADRs. Each Reed Elsevier NV ADR represents 2 Reed Elsevier NV ordinary shares.
Reed Elsevier received notification yesterday from the Trustees of the Reed Elsevier Employee Benefit Trust (the Trustees) that between 2 and 3 May 2012 they purchased the number of shares/ADRs noted in table (b) below, on behalf of the PDMRs in order to satisfy their personal investment under the BIP. No purchases were made on behalf of the Directors who are contributing existing shares to satisfy their personal investment in the BIP.
(b) Purchase of investment shares and award of conditional matching shares under the Reed Elsevier Group plc BIP
PDMR | No. of Reed | No. of Reed | No. of Reed | No. of Reed | Vesting of matching | |||||||||||||||
Elsevier PLC | Elsevier PLC ADRs | Elsevier PLC | Elsevier PLC | shares | ||||||||||||||||
ordinary shares | purchased on behalf | matching ordinary | matching ADRs | |||||||||||||||||
purchased on behalf | of the PDMR at | shares awarded | awarded | |||||||||||||||||
of the PDMR at | $33.5937 per ADR | |||||||||||||||||||
518.2934p per share | ||||||||||||||||||||
Ian Fraser |
9,483 | | 40,753 | | 2015 | |||||||||||||||
Henry Udow |
20,709 | 5,113 | 43,411 | 10,666 | 2015 | |||||||||||||||
In addition to the investment shares purchased on behalf of Ian Fraser, he is also contributing existing shares to satisfy his personal investment in the BIP.
Vesting of awards under the BIP is subject to achievement of adjusted earnings per share (Adjusted EPS) and return on invested capital (ROIC) post-grant performance targets over the 2012-2014 performance period, and retaining the personal investment shares in trust until vesting. Full details of the performance conditions are disclosed in the Reed Elsevier 2011 Directors Remuneration Report.
(c) | Award of market price options granted on 2 May 2012 under the |
Reed Elsevier Group plc Executive Share Option Scheme (ESOS) |
Director | No. of Reed Elsevier | No. of Reed Elsevier | Exercisable | |||||||
PLC options over | NV options over | between | ||||||||
ordinary shares | ordinary shares | |||||||||
granted with an | granted with an | |||||||||
exercise price of | exercise price of | |||||||||
515.5p per share | 9.03 per share | |||||||||
Erik Engstrom
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198,836 | 139,742 | 2015 2022 | |||||||
PDMR | No. of Reed Elsevier | No. of Reed Elsevier | Exercisable between | |||||||
PLC options over | NV options over | |||||||||
ordinary shares | ordinary shares | |||||||||
granted with an | granted with an | |||||||||
exercise price of | exercise price of | |||||||||
515.5p per share | 9.03 per share | |||||||||
Ian Fraser
|
49,302 | 34,650 | 2015 2022 | |||||||
Henry Udow
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26,915 | 18,916 | 2015 2022 | |||||||
The exercise prices for the options noted above were determined using the closing prices of Reed Elsevier PLC ordinary shares and Reed Elsevier NV ordinary shares on the grant date.
The award of options under ESOS is subject to an Adjusted EPS pre-grant performance condition, which determines the size of the annual grant pool available for grants to all participants. In addition, vesting of options awarded to Directors is subject to a post-grant performance hurdle of Adjusted EPS growth. Full details of the pre-grant and post-grant performance conditions are disclosed in the Reed Elsevier 2011 Directors Remuneration Report.
(d) Award of conditional shares granted on 2 May 2012 under the
Reed Elsevier Group plc ESOS
PDMR | No. of Reed Elsevier PLC | No. of Reed Elsevier NV | Vesting | |||||||||
conditional ordinary | conditional ordinary | |||||||||||
shares awarded | shares awarded | |||||||||||
Henry Udow |
5,383 | 3,783 | 2015 | |||||||||
Employees, including PDMRs other than Directors, may elect to receive all or half of any award they would otherwise be eligible for under ESOS in the form of conditional shares at the ratio of 1 conditional share for 5 market value options. The share award above is pursuant to an election to receive half of the 2012 ESOS award in the form of conditional shares.
This award vests under the same terms as the awards of market value options granted under ESOS to employees, including PDMRs other than Directors.
The number of conditional shares granted was determined using the closing prices of Reed Elsevier PLC and Reed Elsevier NV ordinary shares on the grant date.
(e) | Award of performance shares granted on 2 May 2012 under the |
Reed Elsevier Group plc Long Term Incentive Plan 2010 (LTIP)
PDMR | No. of Reed Elsevier PLC | No. of Reed Elsevier NV | Vesting | |||||||||
performance ordinary | performance ordinary | |||||||||||
shares awarded | shares awarded | |||||||||||
Ian Fraser |
62,183 | 43,703 | 2015 | |||||||||
Henry Udow |
58,195 | 40,900 | 2015 | |||||||||
Vesting of these awards is subject to achievement of Adjusted EPS, ROIC and Total Shareholder Return targets over the 2012-2014 performance period. The performance conditions (including the weighting of the individual conditions) of the LTIP 2010 are aligned with those applicable to the Directors under the Reed Elsevier Growth Plan (REGP) as disclosed in the Reed Elsevier 2011 Directors Remuneration Report.
The number of performance shares granted was determined by reference to the closing prices of Reed Elsevier PLC and Reed Elsevier NV ordinary shares on the grant date.
Any shares required to satisfy awards referred to in (a), (b) (d) and (e) above will be provided by the Trustees.
Note: The Reed Elsevier 2011 Directors Remuneration Report is available to view or download at Reed Elseviers website www.reedelsevier.com.
- ENDS -
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