Director/PDMR Shareholding

RNS Number : 9995A

Close Brothers Group PLC

01 October 2015

 

Close Brothers Group plc

Notification of transactions by

persons discharging managerial responsibilities

Pursuant to its obligations under Disclosure and Transparency Rule 3.1.2R, Close Brothers Group plc (the 'Company') notifies the following changes in the interests in the ordinary shares of 25p each of the Company ('Shares') of the executive directors and other persons discharging managerial responsibilities ('PDMRs') arising from Omnibus Share Incentive Plan 2009 awards granted under the deferred annual bonus plan ("DAB"), share matching plan ("SMP") and long term incentive plan ("LTIP") on 29 September 2015.  A share price of 1,493.4p per share has been applied to determine the number of Shares awarded under each of the plans.

Full details of the plans will be published within the Company's Annual Report 2015 on or around 16 October 2015.

Deferred Annual Bonus Plan Share Awards

The award entitles each of the following to call for specified amounts of the award shares listed below at their option and at nil cost at any time during defined one year periods between 29 September 2016 and 28 September 2019.  These entitlements will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following DAB awards have been granted to the executive directors and other PDMRs on 29 September 2015:

	Number of DAB Shares awarded 2015
Executive directors
Stephen Hodges	31,338
Jonathan Howell	22,433
Preben Prebensen	33,213
Other PDMR
Martin Andrew	3,349

These DAB awards may be called in the following amounts and during the specified call periods :

	Call period 29 September 2016 - 28 September 2017	Call period 29 September 2017 - 28 September 2018	Call period 29 September 2018 - 28 September 2019
Executive directors
Stephen Hodges	20,758	5,290	5,290
Jonathan Howell	16,406	3,013	3,014
Preben Prebensen	22,856	5,178	5,179
Other PDMR
Martin Andrew	1,116	1,116	1,117

Share Matching Plan Share Awards

This award entitles each of the following to call at any time between 29 September 2018 and 28 September 2019 at their option, at nil cost, for the shares listed below subject to the criteria set out below.  These entitlements will lapse if the participant leaves employment in certain circumstances.

Executive directors and other PDMRs participate in this plan by choosing to invest up to the value of 100% of base salary from their total deferred and non-deferred annual bonus into invested shares with a deferral period of three years ("Invested Shares").  Performance conditions will not apply to the Invested Shares which will be released in full at the end of the holding period, subject to forfeiture or reduction in certain adverse circumstances.  Invested Shares are matched on a 2:1 matching ratio basis for executive directors or a 1:1 matching ratio basis for other PDMRs with free matching shares ("Matching Shares"), which are subject to performance conditions over the three year deferral period and in particular adverse circumstances, may be subject to forfeiture or reduction.

Vesting of the Matching Shares will be conditional on the achievement of distinct performance conditions established at the start of the performance period. For this award, 40% of the Matching Shares award will be subject to a target based on the Company's total shareholder return (share price growth plus re-invested dividends) over the performance period being at least 10% per annum, with maximum vesting at 20% per annum.  A further 40% of each award will be subject to a requirement that the growth in the Company's adjusted earnings per share over the performance period must exceed the RPI rate of inflation by 3% per annum over that period with maximum vesting at RPI plus 10% per annum over that period.  The relevant part of a participant's award will lapse if the Company's performance is below the lower level; 25% will vest at the lower level and 100% at the top level. For performance between the two levels, the award will vest on a sliding scale.

The remaining 20% of the Matching Shares award will be subject to a measure which is based on two risk management objectives targets which focus on capital and balance sheet management and risk, compliance and controls.  25% of this part of the Award will vest at satisfactory performance, with 100% vesting at exceptional performance and no vesting at below satisfactory performance.

The following SMP awards have been granted to the executive directors and other PDMRs on 29 September 2015:

	Number of Invested Shares awarded 2015	Number of Matching Shares awarded 2015	Total number of SMP Shares awarded 2015
Executive directors
Stephen Hodges	30,937	61,874	92,811
Jonathan Howell	26,785	53,570	80,355
Elizabeth Lee	13,393	26,786	40,179
Preben Prebensen	35,356	70,712	106,068
Other PDMRs
Rebekah Etherington	6,697	6,697	13,394
Philip Yarrow	18,080	18,080	36,160

Long Term Incentive Plan Awards

This award entitles each of the following to call at any time between 29 September 2018 and 28 September 2019 at their option, at nil cost, for the shares listed below subject to achievement of certain performance conditions.  The numbers of Shares stated are the maximum available to each director or other PDMR on satisfaction, in full, of the performance targets for the LTIP.  The performance targets for the 2015 LTIP award are the same as those described above for the 2015 SMP. These entitlements will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following LTIP awards have been granted to the executive directors and other PDMRs on 29 September 2015:

	Number of LTIP Shares awarded 2015
Executive directors
Stephen Hodges	56,918
Jonathan Howell	50,221
Elizabeth Lee	26,785
Preben Prebensen	66,962
Other PDMRs
Martin Andrew	20,089
Tazim Essani	16,741
Rebekah Etherington	16,741
Robert Sack	10,045
Philip Yarrow	10,045

In summary:

1.   the beneficial interests in the ordinary share capital of the Company of those executive directors and other PDMRs who have been granted Deferred Annual Bonus Plan, Share Matching Plan and Long Term Incentive Plan awards prior to these awards being made were:

	Interest in Company shares prior to these awards	Outstanding Deferred Annual Bonus share awards prior to this award	Outstanding Share Matching Plan share awards prior to this award	Outstanding Long Term Incentive Plan  share awards prior to this award
Executive directors
Stephen Hodges	776,616	81,997	283,450	215,045
Jonathan Howell	263,596	43,551	214,538	201,601
Elizabeth Lee	54,917	-	88,813	94,173
Preben Prebensen	700,048	64,439	411,551	261,411
Other PDMRs
Martin Andrew	90,890	2,223	6,996	64,058
Tazim Essani	36,774	-	66,622	67,873
Rebekah Etherington	29,162	-	32,208	61,576
Robert Sack	-	-	-	-
Philip Yarrow	48	-	-	27,150

2.   the beneficial interests in the ordinary share capital of the Company of those executive directors and other PDMRs following the making of the awards detailed above on 29 September 2015 are:

	Interest in Company shares at 30 September 2015	Deferred Annual Bonus share awards at 30 September 2015	Share Matching Plan share awards at 30 September 2015	Long Term Incentive Plan share awards at 30 September 2015
Executive directors
Stephen Hodges	776,616 (0.52%)	113,335	376,261	271,963
Jonathan Howell	263,596 (0.18%)	65,984	294,893	251,822
Elizabeth Lee	54,917 (0.04%)	-	128,992	120,958
Preben Prebensen	700,048 (0.47%)	97,652	517,619	328,373
Other PDMRs
Martin Andrew	90,890 (0.06%)	5,572	6,996	84,147
Tazim Essani	36,774  (0.03%)	-	66,622	84,614
Rebekah Etherington	29,162  (0.02%)	-	45,602	78,317
Robert Sack	-	-	-	10,045
Philip Yarrow	48  (N/A %)	-	36,160	37,195

Name of authorised official of issuer responsible for making notification

John Hudspith

Deputy Company Secretary

Close Brothers Group plc                              

Date of notification 1 October 2015

 

END

 

 

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