Director/PDMR Shareholding

RNS Number : 6374P

Close Brothers Group PLC

05 October 2011

 



Close Brothers Group plc

Notification of transactions by directors and persons discharging managerial responsibilities

Pursuant to its obligations under Disclosure and Transparency Rule 3.1.2R, Close Brothers Group plc (the 'Company') notifies the following changes in the interests in the ordinary shares of 25p each of the Company ('Shares') of the executive directors and persons discharging managerial responsibilities ('PDMRs') arising from Omnibus Share Incentive Plan 2009 awards granted under the deferred annual bonus plan ("DAB"), share matching plan ("SMP") and long term incentive plan ("LTIP") on 4 October 2011.  A share price of 684.6p per share has been applied to determine the number of Shares awarded under each of the plans.

The awards under the DAB, SMP and LTIP have been structured in order to comply with the deferral levels and structural requirements of the FSA's Remuneration Code for financial institutions.  Full details of the plans can be found in the Company's Annual Report 2011 due to be published on 19 October 2011.

Non-deferred Shares

In accordance with FSA Remuneration Code requirements that 50% of non-deferred bonus should be delivered in the form of Company shares with the imposition of a six months holding period, the following shares have been awarded and have vested under the DAB on 4 October 2011 and will be held for the requisite six months holding period on behalf of the executive directors and PDMRs:

	Number of Shares acquired
Executive directors
Preben Prebensen	20,964
Stephen Hodges	22,734
Jonathan Howell	18,959
PDMRs
Martin Andrew	10,495
Julian Palfreyman	26,877

Deferred Annual Bonus Plan Share Awards

The award entitles each of the following to call for:

·    one-third of the award shares listed below at their option and at nil cost at any time between October 2012 and October 2013;

·    a further one-third of the award shares listed below at their option and at nil cost at any time between October 2013 and October 2014; and

·    the final one-third of the award shares listed below at their option and at nil cost at any time between October 2014 and October 2015.

These entitlements are each subject to the imposition of a six months holding period, will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following DAB awards have been granted to the executive directors and PDMRs on 4 October 2011:

	Number of DAB Shares awarded 2011
Executive directors
Stephen Hodges	3,383
PDMRs
Martin Andrew	2,744
Julian Palfreyman	70,844

Share Matching Plan Share Awards

This award entitles each of the following to call at any time between October 2014 and October 2015 at their option, at nil cost, for the shares listed below subject to the criteria set out below.  These entitlements are subject to the imposition of a six months holding period and will lapse if the participant leaves employment in certain circumstances.

Executive directors and PDMRs participate in this plan by choosing to invest up to the value of 100% of base salary from their total deferred and non-deferred annual bonusinto invested shares with a deferral period of three years ("Invested Shares").  Performance conditions will not apply to the Invested Shares which will be released in full at the end of the holding period.  Invested Shares are matched on a 2:1 or a 1:1 matching ratio basis with free matching shares ("Matching Shares"), which are subject to performance conditions over the three year deferral period and in particular adverse circumstances, may be subject to forfeiture or reduction.

Vesting of the Matching Shares will be conditional on the achievement of distinct performance conditions established at the start of the performance period. For this award, one third of the Matching Shares award will be subject to a target based on the Company's total shareholder return (share price growth plus re-invested dividends) over the performance period being at least 10% p.a. with maximum vesting at 20% p.a.  A further one third of each award will be subject to a requirement that the growth in the Company's adjusted earnings per share over the performance period must exceed the RPI rate of inflation over that period by 3% with maximum vesting at 10%.  The relevant part of a participant's award will lapse if the Company's performance is below the lower level; 25% will vest at the lower level and 100% at the top level. For performance between the two levels, the award will vest on a sliding scale.

The remaining third of the Matching Shares award will be subject to a measure which is based on a number of long term business improvement goals (strategic clarity, people, capital and balance sheet management, risk/compliance and financial KPIs) which focus on integrating the Company's operations, improving efficiency and processes and improving the Company's scalability.  25% of this part of the Award will vest at threshold performance, with 100% vesting at exceptional performance and no vesting at below threshold performance. 

The following SMP awards have been granted to the executive directors and PDMRs on 4 October 2011:

	Number of Invested Shares awarded 2011	Number of Matching Shares awarded 2011	Total number of SMP Shares awarded 2011
Executive directors
Preben Prebensen	69,384	138,768	208,152
Stephen Hodges	47,362	94,724	142,086
Jonathan Howell	43,822	87,644	131,466
PDMRs
Tazim Essani	13,565	13,565	27,130
Rebekah Etherington	11,300	11,300	22,600
Elizabeth Lee	14,042	14,042	28,084

Long Term Incentive Plan Awards

This award entitles each of the following to call at any time between October 2014 and October 2015 at their option, at nil cost, for the shares listed below subject to achievement of certain performance conditions.  The numbers of Shares stated are the maximum available to each director or PDMR on satisfaction, in full, of the performance targets for the LTIP.  The performance targets for the 2011 LTIP award are the same as those described above for the 2011 SMP.These entitlements are on vesting, subject to the imposition of a six months holding period and will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following LTIP awards have been granted to the executive directors and PDMRs on 4 October 2011:

	Number of LTIP Shares awarded 2011
Executive directors
Preben Prebensen	138,768
Stephen Hodges	112,767
Jonathan Howell	108,093
PDMRs
Martin Andrew	19,720
Tazim Essani	36,518
Rebekah Etherington	31,953
Elizabeth Lee	45,648
Julian Palfreyman	21,911

In summary:

1.   the beneficial interests in the ordinary share capital of the Company of those executive directors and PDMRs for whom non-deferred shares have been acquired and who have been granted Deferred Annual Bonus Plan, Share Matching Plan and Long Term Incentive Plan awards prior to these awards being made was:

	Interest in Company shares prior to this acqusition	Outstanding Deferred Annual Bonus share awards prior to this award	Outstanding Share Matching Plan share awards prior to this award	Outstanding Long Term Incentive Plan  share awards prior to this award
Executive directors
Preben Prebensen	187,560	45,052	191,637	260,869
Stephen Hodges	593,573	82,044	148,266	338,252
Jonathan Howell	98,945	76,328	145,242	329,073
PDMRs
Martin Andrew	39,276	15,132	36,310	180,857
Tazim Essani	2,186	-	-	68,650
Rebekah Etherington	1,360	-	4,708	60,070
Elizabeth Lee	5,987	-	6,726	85,812
Julian Palfreyman	14,913	-	53,794	119,357

2.   the beneficial interests in the ordinary share capital of the Company of those executive directors and PDMRs following the making of the awards detailed above on 4 October 2011 are:

	Interest in Company shares at 4 October 2011	Deferred Annual Bonus share awards at 4 October 2011	Share Matching Plan share awards at 4 October 2011	Long Term Incentive Plan share awards at 4 October 2011
Executive directors
Preben Prebensen	208,524 (0.14%)	45,052	399,789	399,637
Stephen Hodges	616,307 (0.41%)	85,427	290,352	451,019
Jonathan Howell	117,904 (0.08%)	76,328	276,708	437,166
PDMRs
Martin Andrew	49,771 (0.03%)	17,876	36,310	200,577
Tazim Essani	2,186 (0.001%)	-	27,130	105,168
Rebekah Etherington	1,360 (0.001%)	-	27,308	92,023
Elizabeth Lee	5,987 (0.004%)	-	34,810	131,460
Julian Palfreyman	41,790 (0.03%)	70,844	53,794	141,268

Name of authorised official of issuer responsible for making notification

John Hudspith

Assistant Company Secretary

Close Brothers Group plc                              

Date of notification 5 October 2011

 

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