Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 26 April 2016 of the following changes in SJP shares held by the Executive Director named below.

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

In March 2013, Mr Andrew Croft, Chief Financial Officer, 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 Croft exercised the linked CSOP award on 26 April 2016 with an exercise price of £5.155 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 26 April 2016, and column 2 sets out the number of SJP shares sold on 26 April 2016 at £9.295 pence per share by Mr Croft. 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.

        1       2       3       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 SP shares retained under the linked PSP award
Andrew Croft 774 774 345 117,113

SJP Performance Share Plan 2005 (“PSP”)

In March 2013 Mr Croft was awarded nil cost unapproved PSP awards. On 26 April 2016, Mr Croft exercised those awards, as set out in the table below.

Column 1 sets out the number of SJP shares exercised, column 2 sets out the number of SJP shares sold on 26 April 2016 at a price of £9.2325 pence per share by Mr Croft in order to settle income tax and National Insurance liabilities, and column 3 sets out the number of additional SJP shares sold by Mr Croft at £9.2325. Column 4 sets out the number of SJP shares retained.

        1       2       3       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
Andrew Croft 117,113 55,044 31,104 30,965

Current Holdings

The table below sets out the current holdings of the Mr Croft and his Connected Person* in SJP ordinary shares after the above transactions:

Name of Director       Number of SJP shares held    
Andrew Croft 935,925

(i) *The interests of the Director include those of his Connected Person as defined in section 96B(2) of the Financial Services and Markets Act. The Connected Person of Mr Croft is Lynn Anderson.

(ii) The interests of the Director include deferred bonus scheme awards held in trust for the Director 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’ shareholdings in SJP are unchanged.

Deputy Company Secretary, Tel: +44 (0)1285 878762

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