Merlin Entertainments : Director/PDMR Shareholding - PSP Award

Merlin Entertainments plc

(the 'Company')

11 April 2019

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES

GRANT OF AWARDS UNDER THE COMPANY'S PERFORMANCE SHARE PLAN

The Company announces that on 9 April 2019 the following persons discharging managerial responsibilities ('PDMRs'), as set out against their names in the tables below, were granted awards over 1p ordinary shares in the capital of the Company under the Company's relevant Performance Share Plan ('PSP').

TABLE 1 - AWARD OF PSP SHARES
NAME	Number of Shares under PSP Awards
Nick Varney	454,268
Anne-Francoise Nesmes	297,836
Mark Fisher	102,893
John Jakobsen	102,893
Hans Aksel Pedersen	101,432
Fiona Eastwood	77,170
Natalie Bickford	93,247
Matthew Jowett	93,247
Mark Allsop	93,247
Fraser Montgomery	73,954
Justin Platt	93,247

Following consultation with shareholders, as detailed in the 2018 Directors' Remuneration Report, awards have now been granted to the Executive Directors at up to 250% of salary, with both Mr Varney and Ms Nesmes receiving awards at the level of 250% of salary. The award quantum is as per the awards granted in 2018. With regards to Ms Nesmes, her 2018 award was set at 250% of salary (from 225% of salary) to achieve parity with that of Nick Varney in recognition of her enhanced responsibilities arising as a result of her commercial responsibilities within Merlin. Since these responsibilities are ongoing she has been granted the same level of award in 2019 and it is expected that this level of award will continue in line with the Company's remuneration policy.

Consistent with the consultation discussions, the range of the financial performance targets to apply in 2019 have been amended to better reflect current circumstances. This has resulted in the range of Adjusted EPS growth targets to be measured on a pre-tax basis. This approach is driven by the prospect of potentially significant and as yet unknown changes to US and European tax rates which is resulting, for the next three year period, in less clarity in relation to our effective rate of tax. As a result, to maximise the incentive effect of the 2019 PSP, Adjusted EPS (i.e. Basic EPS adjusted for exceptional items), will measure our growth in underlying profitability on a pre-tax basis.

ROCE will remain calculated on a post-tax basis noting that this measure uses a simple average of the 2019, 2020 and 2021 ROCE results rather than an 'end to end' comparison of performance which is the case for EPS (i.e. comparing 2021 Adjusted EPS against the 2018 Adjusted EPS result to determine the three-year growth). Overall, the approach proposed is considered to strike the right balance between setting targets management can directly influence and generating shareholder returns.

With regards to the range of ROCE targets set, these have been revised vis-à-vis the 2018 award's targets to take into account the fact that LEGOLAND New York is expected to have been open for a full year by FY 2021 which is the final year within the 2019 award's three-year performance period. Given the inclusion of New York will materially increase the capital employed and also result in operating costs being considered within the performance period there has been a revision of the range of ROCE targets vis-à-vis prior year's award.

The revised financial targets are considered similarly challenging to those set in prior years and will be reviewed based on prevailing commercial circumstances prior to granting the next cycle of awards in 2020 (subject to the current policy being retained through our forthcoming 2020 policy review).

The performance conditions that apply to the awards are detailed below.

Financial Targets

2019 Pre-Tax EPS performance condition (40% of each award)
(2018 base year EPS to 2021)	Adjusted Pre-Tax EPS growth	% of EPS part vesting
Below threshold	< 3% p.a. growth	0%
Threshold	3% p.a. growth	20%
Between threshold and maximum	3% - 10% p.a. growth	20% to 100% on sliding scale
Maximum	10 % p.a. growth	100%

2019 ROCE performance condition (40% of each award)
(average of 2019,2020 and 2021)	Average ROCE	% of ROCE part vesting
Below threshold	< 7%	0%
Threshold	7%	25%
Between threshold and maximum	7% - 9%	25% to 100% on sliding scale
Maximum	9%	100%

The above Adjusted EPS and ROCE targets include the impact of LEGOLAND New York since it is expected that New York will have its first year of trading in 2021. LEGOLAND Korea has been excluded on the basis that its first full year of trading will be beyond the performance period.

Strategic and Commercial targets (20% of each award)

Measure (assessed from 2019 to 2021)
Productivity (strategic):the targets measure the benefits of business simplification projects and efficiency improvements from investments in systems and processes.
New business development (strategic):the targets include the delivery of new attractions and their subsequent performance. This will include new midway attractions, new accommodation and new LEGOLAND parks.
Customer satisfaction (strategic):customers are at the heart of our business and the targets are structured measuring performance based on external survey data.

The specific strategic targets will operate with a sliding scale with threshold performance delivering 25% and 100% vesting for achievement of the maximum target.

The specific strategic and commercial targets are considered to be commercially sensitive and will be disclosed along with actual performance, at the time of vesting in the 2021 Directors' Remuneration Report.

As in 2018, the vesting of any element of the awards will be subject to satisfying a health and safety underpin which enables the Committee to scale back or indeed cancel awards if it decides that it is appropriate to do so. Market standard recovery and withholding provisions also apply (i.e. trigger events include material misstatement, error or misconduct).

In addition, the Company announces that on 9 April 2019 the following PDMRs, as set out against their names in the tables below, were granted Restricted Share Awards over 1p ordinary shares in the capital of the Company under the Company's PSP. These awards are not subject to performance conditions and will ordinarily vest on the third anniversary of grant, subject to continued employment.

TABLE 2 - RESTRICTED SHARE AWARDS
NAME	Number of Shares under Restricted Share Awards
Mark Fisher	18,707
John Jakobsen	18,707
Hans Aksel Pedersen	18,442
Fiona Eastwood	14,030
Natalie Bickford	16,954
Matthew Jowett	16,954
Mark Allsop	16,954
Fraser Montgomery	13,446
Justin Platt	16,954

Set out below are the notifications, made in accordance with the requirements of the EU Market Abuse Regulation, in relation to the PSP.

For further details, please contact:

Matthew Jowett General Counsel and Company Secretary Merlin Entertainments plc 00 44 1202 634 955 11 April 2019

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Nick Varney
2.	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 454,268
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Anne-Francoise Nesmes
2.	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 297,836
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Mark Allsop
2.	Reason for the notification
a)	Position/status	Chief Digital Marketing and Information Officer
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 110,201
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Natalie Bickford
2.	Reason for the notification
a)	Position/status	Group HR Director
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 110,201
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Mark Fisher
2.	Reason for the notification
a)	Position/status	Chief Development Officer
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 121,600
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	John Jakobsen
2.	Reason for the notification
a)	Position/status	Chief New Openings Officer
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 121,600
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Matt Jowett
2.	Reason for the notification
a)	Position/status	General Counsel and Company Secretary
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 110,201
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Hans Aksel Pedersen
2.	Reason for the notification
a)	Position/status	Managing Director LEGOLAND Parks
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 119,874
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Justin Platt
2.	Reason for the notification
a)	Position/status	Chief Strategy Officer
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 110,201
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Fiona Eastwood
2.	Reason for the notification
a)	Position/status	Managing Director Resort Theme Parks
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 91,200
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/ person closely associated
a)	Name	Fraser Montgomery
2.	Reason for the notification
a)	Position/status	Group Commercial Director
b)	Initial notification/ Amendment	This is an initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 87,400
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	9 April 2019
f)	Place of the transaction	Outside a trading venue