FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
24 May 2005
O2 plc
Wellington Street
Slough, Berkshire SL1 1YP, England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F..X... Form 40-F.....
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 ..... No ..X...
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82 ________
Enclosure:
Copy of announcement regarding Director Shareholding sent to the
London Stock Exchange on 24 May 2005
SCHEDULE 11
NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS
1. Name of company
O2 plc
2. Name of director
David Arculus
David Chance
Stephen Hodge
Patrick Lupo
Andrew Sukawaty
3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest
2 above
4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
2 above
5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A
6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
A) Acquisition of shares by David Arculus (Chairman of O2 plc) pursuant to the
terms of his service agreement.
B) Acquisition of shares by non-executive Directors of O2 plc under an
arrangement whereby they invest a proportion of their net fees in shares of the
Company.
7. Number of shares / amount of stock acquired
David Arculus 11,922
David Chance 2,935
Stephen Hodge 6,116
Patrick Lupo 2,783
Andrew Sukawaty 2,935
8. Percentage of issued class
De minimis
9. Number of shares/amount of stock disposed
N/A
10. Percentage of issued class
N/A
11. Class of security
Ordinary shares of 0.1p each
12. Price per share
GBP1.2058
13. Date of transaction
23 May 2005
14. Date company informed
23 May 2005
15. Total holding following this notification
David Arculus 350,203
David Chance 17,964
Stephen Hodge 98,030
Patrick Lupo 75,831
Andrew Sukawaty 86,511
16. Total percentage holding of issued class following this notification
De minimis
If a director has been granted options by the company please complete the
following boxes.
17. Date of grant
18. Period during which or date on which exercisable
19. Total amount paid (if any) for grant of the option
20. Description of shares or debentures involved: class, number
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
22. Total number of shares or debentures over which options held following this
notification
23. Any additional information
24. Name of contact and telephone number for queries
Deborah Russell - 01753 628096
25. Name and signature of authorised company official responsible for making
this notification
Deborah Russell
Date of Notification
24 May 2005
The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.
SIGNATURE
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.
O2 plc
Date: 24 May 2005 By:___/s/ Robert Harwood___
ROBERT HARWOOD
Assistant Secretary