Director/PDMR Shareholding

RNS Number : 9312A

Direct Line Insurance Group PLC

29 March 2017

 

DIRECT LINE INSURANCE GROUP PLC ("DLG")

TRANSACTIONS IN SHARES BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY ("PDMRs")

29 March 2017

DLG announces the following changes in the interests of Directors and other PDMRs in DLG's ordinary shares of 10 ¹⁰/₁₁ pence each ("Ordinary Shares").

Direct Line Insurance Group plc 2012 Long-Term Incentive Plan ("LTIP")

On 27 March 2017, awards to Participants over options to acquire Ordinary Shares at nil-cost under the LTIP, awarded on 26 March 2014, (each award an "Option Award"), vested as detailed below (Column D).   Under the LTIP Rules, Option Awards vest at the expiry of the Performance Period, subject to the Performance Conditions and the addition of Dividend Equivalents.  The proportion of the Option Awards vesting in accordance with the Performance Conditions, measured during the Performance Period, is 85.6%.  Awards can be exercised for the period up to 10 years from the date of grant and dividends are accrued up to the date of vesting.  

On 27 March 2017, certain PDMRs exercised their options to acquire the Ordinary Shares subject to their vesting Option Awards, as detailed in Column E.  On 27 March 2017 they then sold the number of Ordinary Shares detailed in Column F to settle the tax liability arising from the Exercise.    

	Number of Ordinary Shares subject to an Option Award (post the 2015 Share Consolidation)	Number of Ordinary Shares subject to an Option Award deducted after applying Performance Conditions	Number of additional Ordinary Shares subject to an Option Award after the calculation of Dividend Equivalents	Total number of Ordinary Shares subject to an Option Award Vesting	Number of Ordinary Shares acquired following an Option Exercise on 27 March 2017	Number of Ordinary Shares sold to settle the tax liability arising from an Option Exercise on 27 March 2017, all at a price of 334.12p per share	Number of Ordinary Shares received by PDMR from LTIP exercise after payment of tax
	A	B	C	D = A-B+C	E	F	G = E - F
Directors
Paul Geddes	286,261	55,826	101,415	331,850	331,850	156,518	175,332
Mike Holliday-Williams	-	-	-	-	-	-	-
John Reizenstein	173,263	33,789	61,382	200,856	200,856	94,734	106,122
PDMRs
Jonathan Greenwood	77,685	15,150	27,521	90,056	90,056	42,326	47,730
Steve Maddock	100,709	19,640	35,678	116,747	116,747	54,871	61,876
Humphrey Tomlinson	51,183	9,982	18,132	59,333	59,333	27,887	31,446
Jose Vazquez	94,955	18,518	33,639	110,076	110,076	51,736	58,340
Simon Linares	-	-	-	-	-	-

Direct Line Insurance Group plc 2012 Deferred Annual Incentive Plan ("DAIP")

On 27 March 2017, awards to Participants over options to acquire Ordinary Shares at nil-cost under the DAIP, awarded on 26 March 2014, (each award an "Option Award"), vested as detailed below (Column C).   Under the DAIP Rules, Option Awards vest three years after award, with the addition of Dividend Equivalents.  Awards can be exercised for the period up to 10 years from the date of grant and dividends are accrued up to the date of vesting.

On 27 March 2017, certain PDMRs exercised their options to acquire the Ordinary Shares subject to their vesting Option Awards, as detailed in Column D.  They then sold the number of Ordinary Shares detailed in Column E to settle the tax liability arising from the Exercise.   

	Number of Ordinary Shares subject to an Option Award (post the 2015 Share Consolidation)	Number of additional Ordinary Shares subject to an Option Award after the calculation of Dividend Equivalents	Total number of Ordinary Shares subject to an Option Award Vesting	Number of Ordinary Shares acquired following an Option Exercise on 27 March 2017	Number of Ordinary Shares sold to settle the tax liability arising from an Option Exercise on 27 March 2017, all at a price of 334.12p per share	Number of Ordinary Shares received by PDMR from LTIP exercise after payment of tax
	A	B	C = A +B	D	E	F = D - E
Directors
Paul Geddes	125,804	44,568	170,372	170,372	81,964*	88,408
Mike Holliday-Williams	-	-	-	-	-	-
John Reizenstein	62,525	22,150	84,675	84,675	39,938	44,737
PDMRs
Jonathan Greenwood	41,432	14,678	56,110	56,110	26,372	29,738
Steve Maddock	49,719	17,613	67,332	67,332	31,646	35,686
Humphrey Tomlinson	22,599	8,005	30,604	30,604	14,384	16,220
Jose Vazquez	37,665	13,343	51,008	51,008	23,974	27,034
Simon Linares	-	-	-	-	-	-

* The 81,964 shares sold to settle the tax liability arising from the Option Exercise for Paul Geddes were sold at a price of 334.34p per share.

DLG was also notified on 27 and 28 March 2017 of the below sales of Ordinary Shares by PDMRs, in Column A of the below table.  After the vesting and sales, the below Directors and PDMRs all meet DLG's Share Ownership Guidelines.

	Number of beneficially owned Ordinary Shares held before the above vestings	Shares acquired from above vestings	Number of Ordinary Shares sold on 27 March 2017, at a price of 334.12p* per share	Resulting holding of beneficially owned Ordinary Shares at 29 March 2017	Total interest in Ordinary Shares, including under share plans.
			A
Directors
Paul Geddes	572,468	263,740	-	836,208	2,468,690
Mike Holliday-Williams	112,989	-	-	112,989	1,182,502
John Reizenstein	215,800	150,859	-	366,659	2,286,479
PDMRs
Jonathan Greenwood	146,566	77,468	105,906	118,128	621,509
Steve Maddock	194,266	97,562	146,106	145,722	816,877
Humphrey Tomlinson	207,634	47,666	148,270	107,030	452,651
Jose Vazquez	187,549	85,374	147,923	125,000	778,341
Simon Linares	299	-	-	299	463,747

*For Jonathan Greenwood, of the 105,906 shares sold, 28,438 were sold at a price of 335.74p per share. For Steve Maddock, of the 146,106 shares sold, 48,544 were sold at 3.33p per share. For Humphrey Tomlinson, of the 148,270 shares sold, 100,604 shares were sold at a price of 334.50p per share. For Jose Vazquez, of the 147,923 shares sold, 62,549 were sold at a price of 335.25p per share.

For further information on DLG's remuneration policy and the implementation of the policy please see our 2016 Directors' Remuneration Report which is available at:  www.directlinegroup.com.

The following disclosures are made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Paul Geddes
2	Reason for the notification
a)	Position/status	Chief Executive Officer / PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Direct Line Insurance Group plc
b)	LEI	213800FF2R23ALJQOP04
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10 10/11 pence ("Shares") GB00BY9D0Y18
b)	Nature of the transaction	(i)         Acquisition of Shares pursuant to the vesting of nil cost options under the DLG Long Term Incentive Plan (the "LTIP") and Deferred Annual Incentive Plan (the "DAIP"); and (ii)         Sale of Shares to settle tax liabilities arising from LTIP and DAIP vestings.
c)	Price(s) and volume(s)	Price (s) Volume (s) (i) Nil LTIP -  331,850 DAIP - 170,372 (ii) LTIP - £3.3412      DAIP - £3.3434 LTIP - 156,518 DAIP - 81,964
d)	Aggregated information - Aggregated volume - Price	238,482 £3.3420
e)	Date of the transaction	27 March 2017
f)	Place of the transaction	The London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Reizenstein
2	Reason for the notification
a)	Position/status	Chief Financial Officer / PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Direct Line Insurance Group plc
b)	LEI	213800FF2R23ALJQOP04
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10 10/11 pence ("Shares") GB00BY9D0Y18
b)	Nature of the transaction	(i)         Acquisition of Shares pursuant to the vesting of nil cost options under the DLG Long Term Incentive Plan (the "LTIP") and Deferred Annual Incentive Plan (the "DAIP"); and (ii)         Sale of Shares to settle tax liabilities arising from LTIP and DAIP vestings.
c)	Price(s) and volume(s)	Price (s) Volume (s) (i) Nil LTIP -  200,856 DAIP - 84,675 (ii) £3.3412 LTIP - 94,734 DAIP - 39,938
d)	Aggregated information - Aggregated volume - Price	134,672 £3.3412
e)	Date of the transaction	27 March 2017
f)	Place of the transaction	The London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jonathan Greenwood
2	Reason for the notification
a)	Position/status	Managing Director, Commercial / PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Direct Line Insurance Group plc
b)	LEI	213800FF2R23ALJQOP04
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10 10/11 pence ("Shares") GB00BY9D0Y18
b)	Nature of the transaction	(i)         Acquisition of Shares pursuant to the vesting of nil cost options under the DLG Long Term Incentive Plan (the "LTIP") and Deferred Annual Incentive Plan (the "DAIP"); (ii)         Sale of Shares to settle tax liabilities arising from LTIP and DAIP vestings; and (iii)        Sale of Shares.
c)	Price(s) and volume(s)	Price (s) Volume (s) (i) Nil LTIP -  90,056 DAIP - 56,110 (ii) £3.3412 LTIP - 42,326 DAIP - 26,372 (iii) £3.3412       £3.3574 77,468 28,438
d)	Aggregated information - Aggregated volume - Price	174,604 £3.3438
e)	Date of the transaction	27 March 2017
f)	Place of the transaction	The London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Steve Maddock
2	Reason for the notification
a)	Position/status	Chief Operating Officer / PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Direct Line Insurance Group plc
b)	LEI	213800FF2R23ALJQOP04
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10 10/11 pence ("Shares") GB00BY9D0Y18
b)	Nature of the transaction	(i)         Acquisition of Shares pursuant to the vesting of nil cost options under the DLG Long Term Incentive Plan (the "LTIP") and the DLG Deferred Annual Incentive Plan (the "DAIP"); (ii)         Sale of Shares to settle tax liabilities arising from LTIP and DAIP vestings; and (iii)        Sale of Shares.
c)	Price(s) and volume(s)	Price (s) Volume (s) (i) Nil LTIP -  116,747 DAIP - 67,332 (ii) £3.3412 LTIP - 54,871 DAIP - 31,646 (iii) £3.3412       £3.33 97,562 48,544
d)	Aggregated information - Aggregated volume - Price	232,623 £3.3389
e)	Date of the transaction	27 March 2017
f)	Place of the transaction	The London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Humphrey Tomlinson
2	Reason for the notification
a)	Position/status	General Counsel / PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Direct Line Insurance Group plc
b)	LEI	213800FF2R23ALJQOP04
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10 10/11 pence ("Shares") GB00BY9D0Y18
b)	Nature of the transaction	(i)         Acquisition of Shares pursuant to the vesting of nil cost options under the DLG Long Term Incentive Plan (the "LTIP") and the DLG Deferred Annual Incentive Plan (the "DAIP"); (ii)         Sale of Shares to settle tax liabilities arising from LTIP and DAIP vestings; and (iii)        Sale of Shares.
c)	Price(s) and volume(s)	Price (s) Volume (s) (i) Nil LTIP -  59,333 DAIP - 30,604 (ii) £3.3412 LTIP - 27,887 DAIP - 14,384 (iii) £3.3412       £3.3450 47,666 100,604
d)	Aggregated information - Aggregated volume - Price	190,541 £3.3432
e)	Date of the transaction	27 March 2017
f)	Place of the transaction	The London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jose Vazquez
2	Reason for the notification
a)	Position/status	Chief Risk Officer / PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Direct Line Insurance Group plc
b)	LEI	213800FF2R23ALJQOP04
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 10 10/11 pence ("Shares") GB00BY9D0Y18
b)	Nature of the transaction	(i)         Acquisition of Shares pursuant to the vesting of nil cost options under the DLG Long Term Incentive Plan (the "LTIP") and the DLG Deferred Annual Incentive Plan (the "DAIP"); (ii)         Sale of Shares to settle tax liabilities arising from LTIP and DAIP vestings; and (iii)        Sale of Shares.
c)	Price(s) and volume(s)	Price (s) Volume (s) (i) Nil LTIP -  110,076 DAIP - 51,008 (ii) £3.3412 LTIP - 51,736 DAIP - 23,974 (iii) £3.3412       £3.3525 85,374 62,549
d)	Aggregated information - Aggregated volume - Price	223,633 £3.3444
e)	Date of the transaction	27 March 2017
f)	Place of the transaction	The London Stock Exchange (XLON)

For any enquiries relating to this announcement, please contact: 

Simon Watson

Deputy Company Secretary

Telephone: [phone]

 

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