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
27 July 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/PDMR Shareholding sent to the
London Stock Exchange on 27 July 2005
NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS
This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).
(1) An issuer making a notification in respect of a transaction relating to the
shares or debentures of the issuer should complete boxes 1 to 16, 23 and
24.
(2) An issuer making a notification in respect of a derivative relating the
shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and
24.
(3) An issuer making a notification in respect of options granted to a director
/person discharging managerial responsibilities should complete boxes 1 to
3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument
relating to the shares of the issuer (other than a debenture) should
complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
Please complete all relevant boxes should in block capital letters.
1. Name of the issuer
O2 plc
2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
(iii)
3. Name of person discharging managerial responsibilities/director
Sir David Arculus
David Chance
Stephen Hodge
Rudolf Lamprecht
Patrick Lupo
Kathleen O'Dononvan
Andrew Sukawaty
4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person
N/A in all above cases
5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest
In respect of those listed in 3 above in all cases.
6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares
Ordinary shares of 0.1p each fully paid
7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them
As in 3 above
8 State the nature of the transaction
A) Acquisition of shares by Sir 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.
9. Number of shares, debentures or financial instruments relating to shares
acquired
Sir David Arculus - 5,233
David Chance - 2,949
Stephen Hodge - 4,966
Rudolf Lamprecht - 4,837
Patrick Lupo - 3,143
Kathleen O'Dononvan - 2,817
Andrew Sukawaty - 2,949
10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)
De minimis in each case
11. Number of shares, debentures or financial instruments relating to shares
disposed
12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)
13. Price per share or value of transaction
141.6p each
14. Date and place of transaction
26 July 2005,Slough
15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)
Sir David Arculus - 355,436
David Chance - 20,913
Stephen Hodge - 102,996
Rudolf Lamprecht - 4,837
Patrick Lupo - 128,974
Kathleen O'Dononvan - 2,817
Andrew Sukawaty - 89,460
Percentage holding is de minimis all above cases.
16. Date issuer informed of transaction
26 July 2005
If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes
17 Date of grant
.....................................
18. Period during which or date on which it can be exercised
.....................................
19. Total amount paid (if any) for grant of the option
.....................................
20. Description of shares or debentures involved (class and number)
.....................................
.....................................
21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise
.....................................
22. Total number of shares or debentures over which options held following
notification
.....................................
23. Any additional information
.....................................
24. Name of contact and telephone number for queries
Robert Harwood, 01753 628200
Name and signature of duly authorised officer of issuer responsible for making
notification
Philip Bramwell, Company Secretary
Date of notification
27 July 2005
END
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: 27 July 2005 By:___/s/ Robert Harwood___
ROBERT HARWOOD
Assistant Secretary