Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 30 March 2015 of the following changes in SJP shares held by the Executive Directors, Persons Discharging Managerial Responsibilities (“PDMRs”) and the Connected Person*, named below.

SJP Performance Share Plan 2005 (“PSP”)

The Executive Directors, PDMRs and Connected Person* listed below exercised nil cost unapproved PSP awards on 27 March 2015.

Column 1 sets out the number of SJP shares exercised, column 2 sets out the number of SJP shares sold on 27 March 2015 at £9.4267 pence per share by the Executive Directors, PDMRs and Connected Person* in order to settle income tax and National Insurance liabilities, column 3 sets out the number of additional SJP shares sold at £9.4267, and Column 4 sets out the number of SJP shares retained.

Â	Â	1	Â	2	Â	3	Â	4
Name of Director		Number of SJP shares exercised		Number of SJP shares sold to meet tax liability		Number of additional SJP shares sold		Number of SJP shares retained
David Bellamy		253,970		119,666		0		134,304
Andrew Croft		324,378		153,055		85,554		85,769
Ian Gascoigne		324,378		153,167		130,134		41,077
David Lamb		324,378		153,055		85,554		85,769

Â	Â	1	Â	2	Â	3	Â	4
Name of PDMR/Connected Person*		Number of SJP shares exercised		Number of SJP shares sold to meet tax liability		Number of additional SJP shares sold		Number of SJP shares retained
Tony Dunk		76,174		35,951		20,095		20,128
Mike Gravestock**		140,038		66,077		36,933		37,028
Iain Rayner		29,885		14,102		7,881		7,902
Ian MacKenzie		44,660		21,073		11,779		11,808

**This relates to an exercise by Mike Gravestock of 73,862 SJP shares, and an exercise of 66,176 SJP shares by his Connected Person.

On 27 March 2015, the following transfers took place:

• Mr Bellamy transferred 105,000 SJP shares by way of gift to members of his immediate family, and 25,000 SJP shares by way of gift to a charitable trust. Following these transfers, Mr Bellamy retained 4,304 of the SJP shares acquired on exercise.
• Mr Lamb transferred 85,769 SJP shares by way of gift to his Connected Person.
• Mr Gascoigne transferred 41,077 SJP shares by way of gift to his Connected Person.
• Mr Dunk transferred 20,128 SJP shares by way of gift to his Connected Person.

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

In March 2012, a PDMR, Tony Dunk, was awarded a CSOP-linked award, whereby he was granted a nil-cost unapproved option pursuant to the PSP and a linked HMRC-approved CSOP share option. Mr Dunk exercised the linked CSOP award on 27 March 2015 with an exercise price of £3.6475 per share and, as a result, his linked PSP award automatically lapsed in respect of the number of shares equal in value to the gain realised upon exercise of the linked CSOP award.

Column 1 sets out the number of SJP shares acquired as a result of the exercise of the linked CSOP award on 27 March 2015, and column 2 sets out the number of SJP shares sold on 27 March 2015 at £9.4267 pence per share by Mr Dunk and his Connected Person. Column 3 sets out the number of shares that have lapsed under the linked 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
Tony Dunk		3,784		3,784		2,320		33,611

**On 27 March 2015, Mr Dunk sold 1,892 SJP shares and also transferred 1,892 SJP shares to his Connected Person, who sold the said 1,892 SJP shares at £9.4267 pence per share.

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		1,260,040
Andrew Croft		887,527
Ian Gascoigne		692,511
David Lamb		458,073

Name of PDMR/Connected Person*	Â	Number of SJP shares held
Tony Dunk		415,060
Mike Gravestock* Iain Rayner Ian MacKenzie		312,386 36,466 60,190

(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. The Connected Person of Mike Gravestock is Sonia Gravestock; the Connected Person of David Lamb is Sally Lamb; the connected Person of Ian Gascoigne is Gail Gascoigne; and the Connected Person of Tony Dunk is Angela Dunk.

(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]

End