Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 2 May 2013 of the following changes in SJP shares held by the Persons Discharging Managerial Responsibility (“PDMRs”) named below.

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

The award of shares allocated to PDMRs 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 PDMRs listed below exercised the linked CSOP awards on 1 May 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 1 May 2013, and column 2 sets out the number of SJP shares sold on 1 May 2013 at 548.265 pence per share by the PDMRs and their Connected Persons, where relevant, following transfer from the PDMR. Column 3 sets out the number of shares that have lapsed under the PSP award as a result of this exercise and Column 4 sets out the number of PSP award shares retained under the linked PSP award.

Â	Â	1	Â	2	Â	3	Â	4
Name of PDMR		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
Michael Blunt		10,199		5,099		5,456		35,343
Connected Person		-		5,100		-		-
Mike Gravestock		6,043		6,043		3,233		36,757
Sonia Gravestock		10,199		10,199		5,456		30,243
Andrew Humphries		5,934		3,000		3,175		11,486
Connected Person		-		2,934		-		-

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

The PDMRs listed below exercised nil cost options under the PSP on 1 May 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 1 May 2013 at 548.265 pence per share to meet the cost of income tax and national insurance costs payable on the exercise of the awards. Column 3 sets out the additional number of SJP shares sold at 548.265 pence per share. Column 4 sets out the number of shares retained by each PDMR as a result of this exercise.

Â	Â	1	Â	2	Â	3	Â	4
Name of PDMR		Number of SJP shares acquired on exercise		Number of shares sold to meet tax liability		Number of additional shares sold		Number of SJP shares retained
Michael Blunt		35,343		16,612		18,731		-
Mike Gravestock		36,757		17,276		19,481		-
Sonia Gravestock		30,243		12,078		6,825		6,794
Â		Â		2,137*		2,409*		-
Ian MacKenzie		9,547		4,488		5,059		-
Bill Tonks		44,623		20,973		23,650		-

*sold on 2 May 2013 at 558.75 pence per share

Exercise of share options held under the SJP Executive Share Option Scheme 2000 ("ESOS") and sale of shares

On 2 May 2013, PDMR Michael Blunt notified SJP that on 1 May 2013 he exercised an option under the ESOS with an exercise price of 242 pence per share and acquired 50,000 SJP shares on exercise. Mr Blunt subsequently sold 50,000 shares on 1 May 2013 at a price of 548.265 pence per share.

Exercise of share options held under the SJP SAYE Share Option Scheme 2000 ("SAYE")

On 2 May 2013, the PDMRs named below notified SJP that on 1 May 2013 they each exercised an option to acquire 4,448 ordinary 15p shares in SJP under the SAYE with an exercise price of 204 pence per share and as a result, each acquired on exercise 4,448 ordinary SJP shares:

Name of PDMR

Chris Ralph

Bill Tonks

Mr Ralph subsequently sold 4,448 ordinary SJP shares on 1 May 2013 at a price of 548.265 pence per ordinary share.

PDMR share dealing

On 1 May 2013 PDMR Hugh Gladman sold 75,000 shares at 545 pence per share.

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

Name of PDMR	Â	Number of SJP shares held
		Â
Michael Blunt		135,056
Hugh Gladman		147,534
Mike Gravestock		391,731
Sonia Gravestock		391,731
Andrew Humphries		20,860
Ian MacKenzie		51,538
Chris Ralph		28,409
Bill Tonks		166,351

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

With the exception of the changes notified in this announcement, the Directors/PDMRs holdings of SJP shares are unchanged.

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

End