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The Phantom Free Share Award is a notional award that mimics a free share award, but without receiving actual Babcock shares. Instead, you’re being granted a notional number of "phantom" shares that mirror the value of real shares.
You do not have to pay anything for your Phantom Free Share Award, and it is being awarded to you automatically, subject to certain terms and conditions, which are set out below and in the Plan rules. After three years, provided you’re still employed by the Babcock Group, you’ll receive a cash payment from your Phantom Free Share Award. What’s more, if Babcock continues to do well, we hope to offer more Phantom Free Share Awards each year, helping connect the dots between performance, culture and reward. The Phantom Free Share Award is part of the Babcock Colleague Share Plan - International (“BCSPI” or the “Plan”).
We’re working with MUFG Corporate Markets Trustees (UK) Limited who will be responsible for the day-to-day administration of the Plan (the "Administrators").
All Babcock employees who joined Babcock prior to, or on 01 July 2025 and are still employed at the date the award is made, will be eligible for a Free Share award, with the exception of fixed-term employees, contingent workers and interns).
In countries where we have a smaller presence, we’re unable to offer actual shares in Babcock International Group PLC (Babcock), due to local legal, tax, and administrative complexities. However, we believe that every eligible colleague, regardless of location, should have the opportunity to share in the success they help create. This is why, we are granting Phantom Free Share Awards that mirror the value of Babcock shares but does not involve actual share ownership to employees outside of the UK, Australia, Canada, France, New Zealand and South Africa.
You do not have to do anything if you wish to receive your Phantom Free Share Award. These will automatically be awarded to you if you’re eligible.
If you’d prefer not to receive a Phantom Free Share Award, you’ll need to submit an opt-out form by the date specified in your communication. You can find the form
at https://clients.cm.mpms.mufg.com/babcock/ or request a form by contacting the Administrators (see the Help and Information section for contact details).
Please note: no cash or benefit alternative will be offered if you opt out, as the purpose of this award is to give you a meaningful stake in Babcock's future success.
We’ll write to you to confirm the value of your Phantom Free Share Award, which will be over a certain number of notional shares. As the value of the Babcock shares will go up (or down) over time, the value of your Phantom Free Share Award will also change in the same way.
We’ll set up an account on our share portal for you and send you your 11-digit investor code. With it, you’ll be able to log in at www.babcock-shares.com to view your Phantom Free Share Award anytime and track its value.
Assuming you’re still employed by the Babcock Group at the time, your Phantom Free Share Award will vest (which means you become entitled to receive the cash from the Phantom Free Share Award) on the third anniversary of the date of the Phantom Free Share Award being made.
You do not have to do anything to receive your cash at this time, this will automatically be paid to you in your local currency via payroll as soon as practicable.
As the Phantom Free Share Award is not over actual shares, you won’t become a shareholder or have any voting or dividend rights.
Your Phantom Free Share Award will continue while you're on leave. If you decide not to return to work, you'll be treated as having left employment, and your Phantom Free Share Award will be handled as outlined in the next section.
We’d hate to see you go, but if you leave the Babcock Group before the end of the three-year vesting period, you’ll forfeit your Phantom Free Share Award, unless you leave under ‘Special Circumstances’ as defined below.
If you leave in Special Circumstances (as defined below), your Phantom Free Share Award will vest immediately, and you’ll receive your cash as soon as practicable.
Special circumstances include the following:
Your legal personal representatives will receive the cash from your Phantom Free Share Award upon production of the necessary documentation. The legal formalities are usually completed more quickly where a will has been made.
Your Phantom Free Share Award will be treated like an award over shares, and you’ll receive the same value for the notional shares in your award as actual shareholders. Your Phantom Free Share Award will pay out in the same way it would have on vesting, even if held for less than three years.
The tax treatment of your Phantom Free Share Award will vary depending on where you’re employed. Tax summaries for each country will be made available in due course.
To make things easy, a portion of your cash will be held back at the time of "vesting" to cover any income tax and social security contributions that may be due. This ensures that any required payments to your local tax authorities are taken care of on your behalf by the Babcock Group.