Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 15 August 2013 of the following changes in SJP shares held by the executive Directors named below.

SJP Performance Share Plan 2005 (“PSP”) linked Company Share Option Plan 2010 (“CSOP”)

The award of shares allocated to executive Directors in March 2010 was designated a CSOP-linked award, whereby individuals were granted a nil-cost unapproved option pursuant to the PSP and a linked HMRC-approved CSOP share option. The Directors listed below exercised the linked CSOP awards on 15 August 2013 with an exercise price of 255 pence per share and their PSP award has automatically lapsed in respect of the number of shares equal in value to the gain realised upon exercise of the linked CSOP awards.

Column 1 sets out the number of shares acquired as a result of the exercise of the linked CSOP award on 15 August 2013, following the satisfaction of prescribed performance targets over a 3 year period Column 2 sets out the number of SJP shares sold on 15 August 2013 at 617.50 pence per share by the executive Directors. Column 3 sets out the number of shares that have lapsed under the PSP award as as a result of this exercise and Column 4 sets out the number of PSP award shares retained under the PSP award.

Â	Â	1	Â	2	Â	3	Â	4
Name of Director		Number of SJP shares acquired on exercise of CSOP option		Number of SJP shares sold		Number of SJP shares that have lapsed under the linked PSP award		Number of shares retained under the linked PSP award
Andrew Croft		10,199		4,223		5,988		184,411
Ian Gascoigne		10,199		4,223		5,988		184,411

Exercise of Awards under the SJP Performance Share Plan 2005 (“PSP”)

SJP announces that the executive Directors listed below exercised nil cost options under the PSP on 15 August 2013 and acquired the number of SJP ordinary shares set out in column 1 of the table below. The exercise of the nil cost options follows the satisfaction of prescribed performance targets over a three-year period. Column 2 sets out the number of SJP shares sold on 15 August 2013 at 617.50 pence per share to meet the income tax and national insurance costs payable on the exercise of the awards. Column 3 sets out the additional number of SJP shares sold on 15 August 2013 at 617.50 pence per share. Column 4 sets out the number of SJP shares retained by the executive Directors as a result of this exercise.

	Â	1	Â	2	Â	3	Â	4
Name of Director		Number of SJP shares acquired on exercise		Number of SJP shares sold to meet tax liability		Number of additional shares sold		Number of SJP shares retained
Andrew Croft		184,411		86,674		48,977		48,760
Ian Gascoigne		184,411		86,674		48,977		48,760

Connected Person – Exercise of share options and sale of shares

On 15 August 2013 executive Director Andrew Croft notified SJP that on 15 August 2013, a Connected Person exercised nil cost options under the SJP Partner Performance Share Plan and as a result, acquired on exercise 5,000 ordinary SJP shares.

The Connected Person subsequently sold 5,000 SJP shares on 15 August 2013 at a price of 617.50 pence per share.

Current Holdings

The table below sets out the current holdings of the said Directors in SJP ordinary 15p shares after the above transactions:

Name of Director	Â	Number of SJP shares held
Andrew Croft		803,413
Ian Gascoigne		693,263

This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).

(i) The interests of the Directors include those of their Connected Persons as defined in section 96B(2) of the Financial Services and Markets Act.

(ii) The interests of the Directors set out above include deferred bonus scheme awards held in trust for the Directors which have not yet vested and are subject to forfeiture.

(iii) The individuals within the organisation considered to be PDMRs under section 96B (1) of FSMA has recently been reviewed and amended.

End