Director/PDMR Shareholding

RNS Number : 7025P

Close Brothers Group PLC

03 October 2013

 



Close Brothers Group plc

Notification of transactions by

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 other 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 1 October 2013.  A share price of 1,168.2p 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 PRA's Remuneration Code for financial institutions.  Full details of the plans will be published within the Company's Annual Report 2013 on or around 17 October 2013.

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 1 October 2014 and 1 October 2015;

·     a further one-third of the award shares listed below at their option and at nil cost at any time between 1 October 2015 and 1 October 2016; and

·     the final one-third of the award shares listed below at their option and at nil cost at any time between 1 October 2016 and 1 October 2017.

These entitlements 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 other PDMRs on 1 October 2013:

	Number of DAB Shares awarded 2013
Executive directors
Stephen Hodges	74,474
Jonathan Howell	29,105
Preben Prebensen	42,801
Other PDMR
Martin Andrew	2,854

Share Matching Plan Share Awards

This award entitles each of the following to call at any time between 1 October 2016 and 1 October 2017 at their option, at nil cost, for the shares listed below subject to the criteria set out below.  These entitlements will lapse if the participant leaves employment in certain circumstances.

Executive directors and other 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, subject to forfeiture or reduction in certain adverse circumstances.  Invested Shares are matched on a 2:1 matching ratio basis for executive directors or a 1:1 matching ratio basis for other PDMRs 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, 40% 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% per annum, with maximum vesting at 20% per annum.  A further 40% 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 by 3% per annum over that period with maximum vesting at RPI plus 10% per annum over that period.  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 20% of the Matching Shares award will be subject to a measure which is based on two risk management objectives targets which focus on capital and balance sheet management and risk, compliance and controls.  25% of this part of the Award will vest at satisfactory performance, with 100% vesting at exceptional performance and no vesting at below satisfactory performance.

The following SMP awards have been granted to the executive directors and other PDMRs on 1 October 2013:

	Number of Invested Shares awarded 2013	Number of Matching Shares awarded 2013	Total number of SMP Shares awarded 2013
Executive directors
Stephen Hodges	38,521	77,042	115,563
Jonathan Howell	32,529	65,058	97,587
Elizabeth Lee	8,561	17,122	25,683
Preben Prebensen	42,801	85,602	128,403
Other PDMR
Tazim Essani	12,841	12,841	25,682

Long Term Incentive Plan Awards

This award entitles each of the following to call at any time between 1 October 2016 and 1 October 2017 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 other PDMR on satisfaction, in full, of the performance targets for the LTIP.  The performance targets for the 2013 LTIP award are the same as those described above for the 2013 SMP.These entitlements 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 other PDMRs on 1 October 2013:

	Number of LTIP Shares awarded 2013
Executive directors
Stephen Hodges	66,085
Jonathan Howell	63,346
Elizabeth Lee	29,961
Preben Prebensen	81,322
Other PDMRs
Martin Andrew	25,681
Tazim Essani	21,401
Rebekah Etherington	18,726
Julian Palfreyman	12,841

In summary:

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

	Interest in Company shares prior to these awards	Outstanding  Non-deferred share awards prior to this award	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
Stephen Hodges	618,549	-	48,663	362,559	306,215
Jonathan Howell	195,797	34,398	45,397	312,441	293,523
Elizabeth Lee	14,185	-	-	56,250	123,955
Preben Prebensen	307,099	32,635	45,052	578,448	376,820
Other PDMRs
Martin Andrew	79,821	-	2,784	36,310	53,173
Tazim Essani	12,871	-	-	43,806	92,272
Rebekah Etherington	5,186	-	-	45,770	80,738
Julian Palfreyman	14,913	-	47,253	53,794	51,987

2.  the beneficial interests in the ordinary share capital of the Company of those executive directors and other PDMRs following the making of the awards detailed above on 1 October 2013 are:

	Interest in Company shares at 3 October 2013	Non-deferred share awards at 3 October 2013	Deferred Annual Bonus share awards at 3 October 2013	Share Matching Plan share awards at 3 October 2013	Long Term Incentive Plan share awards at 3 October 2013
Executive directors
Stephen Hodges	618,549 (0.42%)	-	123,137	478,122	372,300
Jonathan Howell	195,797 (0.13%)	34,398	74,502	410,028	356,869
Elizabeth Lee	14,185 (0.01%)	-	-	81,933	153,916
Preben Prebensen	307,099 (0.21%)	32,635	87,853	706,851	458,142
Other PDMRs
Martin Andrew	79,821 (0.05%)	-	5,638	36,310	78,854
Tazim Essani	12,871 (0.009%)	-	-	69,488	113,673
Rebekah Etherington	5,186 (0.004%)	-	-	45,770	99,464
Julian Palfreyman	14,913 (0.01%)	-	47,253	53,794	64,828

Name of authorised official of issuer responsible for making notification

John Hudspith

Deputy Company Secretary

Close Brothers Group plc                              

Date of notification 3 October 2013

 

END

 

 

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