Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 4 April 2013 of the following changes in SJP shares held by the executive Directors and Persons Discharging Managerial Responsibility (“PDMRs”) named below.

Deferred Bonus Scheme

As previously notified, the trustees of SJP's Deferred Bonus Scheme transferred SJP shares to the executive Directors and PDMRs named below in March 2010 relating to bonuses earned in respect of the 2009 financial year and which were invested in SJP shares and held in trust subject to forfeiture for a period of three years. On 2 April 2013 the shares became no longer subject to forfeiture and income tax and National Insurance liabilities became payable. In order to settle the tax liability, the Directors and PDMRs sold the number of SJP shares in column 2 of the table below on 2 April 2013 at a price of 511.4348 pence per share. Column 3 sets out the additional number of SJP shares sold at 511.4348 pence per share. Column 4 sets out the number of SJP shares retained by each Director/PDMR as a result of this exercise.

Â	Â	1	Â	2	Â	3	Â	4
Name of Director		Number of SJP shares no longer subject to forfeiture		Number of shares sold to meet tax liability		Number of additional shares sold		Number of SJP shares retained
David Bellamy		89,990		46,795		43,195		-
Andrew Croft		67,757		35,234		16,306		16,217
Ian Gascoigne		67,757		35,234		32,523		-
David Lamb		59,287		30,907		-		28,380

Â	Â	1	Â	2	Â	3	Â	4
Name of PDMR		Number of SJP shares no longer subject to forfeiture		Number of shares sold to meet tax liability		Number of additional shares sold		Number of SJP shares retained
Adrian Batchelor		32,723		17,059		-		15,664
Michael Blunt		26,179		13,614		12,565		-
Tony Dunk		32,098		16,733		-		15,365
Peter Edwards		37,897		19,707		18,190		-
Hugh Gladman		32,723		17,016		15,707		-
Mike Gravestock		31,328		16,291		15,037		-
Sonia Gravestock		28,296		14,714		13,582		-
Andrew Humphries		10,455		5,437		5,018		-
Ian MacKenzie		10,798		5,615		5,183		-
Iain Rayner		12,271		6,381		5,890		-
Bill Tonks		35,370		18,393		16,977		-

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

The award of shares allocated to executive Directors and 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 Directors/PDMRs listed below exercised the linked CSOP awards on 2 April 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 2 April 2013, and column 2 sets out the number of SJP shares sold on 2 April 2013 at 511.4348 pence per share by the executive Directors and PDMRs and their Connected Persons, where relevant, following transfer from the Director/PDMR. 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 linked 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
David Lamb		10,199		6,099		5,114		185,285
Connected Person		-		4,100		-		-

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
Adrian Batchelor		8,000		4,000		4,012		39,337
Connected Person		-		4,000		-		-
Mike Gravestock		4,156		4,156		2,084		39,990
Ian MacKenzie		10,199		4,144		5,114		9,547
Connected Person		-		4,144*		-		-
Iain Rayner		3,599		-		1,304		15,270
Connected Person		-		3,599		-		-

* 1,911 shares were retained following this exercise.

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

On 4 April 2013, PDMR Tony Dunk notified SJP that on 2 April 2013 he exercised an option under the ESOS with an exercise price of 178.5 pence per share and acquired 6,374 SJP shares on exercise. Of these 6,374 shares, Mr Dunk sold 3,187 shares on 2 April 2013 at a price of 511.4348 pence per share. The remaining 3,187 shares were subsequently transferred to a Connected Person and were also sold on 2 April 2013 at a price of 511.4348 pence per share.

Connected Person – Exercise of share options and sale of shares

On 4 April 2013 executive Director Andrew Croft notified SJP that on 2 April 2013, a Connected Person exercised an option to acquire 20,000 ordinary 15p shares in SJP under the SJP Partner Share Option Scheme 2000 with an exercise price of 236 pence per ordinary share and exercised a further option to acquire 20,000 ordinary 15p shares in SJP under the SJP Partner Share Option Scheme 2000 with an exercise price of 328 pence per ordinary share, and as a result, acquired on exercise 40,000 ordinary SJP shares.

The Connected Person subsequently sold 3,850 ordinary SJP shares on 2 April 2013 at a price of 511.4348 pence per ordinary share.

Current holdings

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

Name of Director	Â	Number of SJP shares held
David Bellamy		1,281,209
Andrew Croft		748,677
Ian Gascoigne		638,527
David Lamb		415,003

Name of PDMR	Â	Number of SJP shares held
Adrian Batchelor		274,507
Michael Blunt		135,056
Tony Dunk		395,776
Peter Edwards		92,985
Hugh Gladman		222,534
Mike Gravestock		384,937
Sonia Gravestock		384,937
Andrew Humphries		20,860
Ian MacKenzie		51,538
Iain Rayner		23,467
Bill Tonks		161,903

(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 and PDMRs 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