Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 26 March 2014 of the following changes in SJP shares held by the Executive Directors and Persons Discharging Managerial Responsibilities (“PDMRs”) named below.

Award of SJP Shares under the SJP Deferred Bonus Scheme (“DBS”)

On 26 March 2014, SJP awarded the following ordinary 15p shares under the DBS to the Executive Directors and PDMRs named below.

Under the scheme rules, the SJP shares are held for a three-year restricted period which will end on 26 March 2017. Until that date, the shares are subject to forfeiture, for example if the executive Director or PDMR leaves SJP.

Name of Director	Â	Number of SJP ordinary 15p shares awarded
David Bellamy		33,924
Andrew Croft		24,556
Ian Gascoigne		24,556
David Lamb		24,556

Name of PDMR	Â	Number of SJP ordinary 15p shares awarded
Tony Dunk		10,753

Award of Nil Cost Options under the SJP Performance Share Plan (“PSP”) and Linked Options granted under the SJP Executive Share Option Scheme (“CSOP”)

On 26 March 2014, the following Executive Directors and PDMRs were granted: (i) nil cost options under the terms of the PSP over the number of SJP shares set out below; and (ii) options under the CSOP with an exercise price of £8.515 per share over the number of SJP shares set out below:

Name of Director	Â	Maximum number of SJP ordinary 15p shares subject to PSP award	Â	Maximum number of SJP ordinary 15p shares subject to CSOP award
David Bellamy		109,782		3,054
Andrew Croft		73,165		3,054
Ian Gascoigne		73,165		3,054
David Lamb		73,165		3,054

Name of PDMR	Â	Maximum number of SJP ordinary 15p shares subject to PSP award	Â	Maximum number of SJP ordinary 15p shares subject to CSOP award
Tony Dunk		16,911		1,841
Jonathan McMahon		17,381		3,523

The awards under the PSP and CSOP vest in three years and are exercisable from 26 March 2017 to 26 March 2020, subject to the achievement of prescribed performance targets over a three-year performance period that commenced on 1 January 2014 and will end on 31 December 2016. Two thirds of an award will be dependent on growth in adjusted earnings per share and one third on total shareholder return. Further details of the performance conditions are set out in the SJP Report & Accounts.

To the extent that an Executive Director/PDMR exercises an option under the CSOP, this will result in the number of shares that can be exercised under the PSP reducing in accordance with the terms of the PSP scheme rules.

Sharesave Share Option Scheme

On 25 March 2014, the PDMR named below was granted an option under the SJP Sharesave Share Option Scheme 2010 to acquire the number of ordinary shares of 15p each in SJP set out below at an exercise price of £6.77 per share. The options are exercisable between 1 May 2017 and 31 October 2017:

Name of PDMR	Â	Number of SJP shares under option
Jonathan McMahon		1,329

Award of SJP Shares under the SJP 2010 Share Incentive Plan (“SIP”)

On 26 March 2014, SJP awarded the number of SJP ordinary 15p shares under the SIP to the Executive Director and PDMRs set out in the table below, at a price of £8.515 per share, in return for £1,500 being deducted from their pre-tax salary. The shares will be held by an employee benefit trust (SJP AESOP Trustees Limited) on behalf of the Executive Director and PDMRs named below for a minimum period of three years from the date of award.

Name of Director	Â	Number of SJP ordinary 15p shares awarded under the SIP*
Ian Gascoigne		193
			Â
Name of PDMR		Number of SJP ordinary 15p shares awarded under the SIP*
Tony Dunk		193
Jonathan McMahon		193

* Includes Partnership and Matching Shares

Current Holdings

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

Name of Director	Â	Number of SJP shares held
David Bellamy		1,291,838
Andrew Croft		785,338
Ian Gascoigne		659,615
David Lamb		381,162

Name of PDMR	Â	Number of SJP shares held
Tony Dunk		396,025
Jonathan McMahon		193

(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 include deferred bonus scheme awards held in trust for the Directors and PDMRs which have not yet vested and are subject to forfeiture.

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

With the exception of the changes notified in this announcement, the executive Directors’ and PDMRs’ shareholdings in SJP are unchanged.

Deputy Company Secretary, Tel: [phone]

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