Director/PDMR Shareholding

RNS Number : 2809X

Marshalls PLC

11 August 2009

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

This notification is made under DTR 3.1.4.

Following the 2 for 5 rights issue announced by Marshalls plc (the 'Company') on 13 May 2009 and approved in General Meeting on 29 May 2009, the Company confirms (a) that its Directors have taken up some or all of their rights under the rights issue as previously announced in the Prospectus dated 13 May 2009, (b) that the Marshalls EBT has acquired additional shares for the benefit of Directors and other Persons Discharging Managerial Responsibility ('PDMR') under the Marshalls plc 2005 Long Term Incentive Plan (the 'LTIP') pursuant to the terms of the rights issue, (c) that the SIP Trustee has acquired additional shares for the benefit of such persons pursuant to the terms of the rights issue, and (d) that certain PDMR have also advised the Company that they have taken up rights under the rights issue in respect of their direct holdings in shares.

The price paid for each New Ordinary Share acquired pursuant to the rights issue was 65 pence under the terms of the rights issue.

This announcement summarises the respective total interests of Directors and PDMR as advised to the Company on or before the date of this announcement and including New Ordinary Shares acquired pursuant to the rights issue. The total stated below includes interests in respect of which previous RNS announcements have been made:-

(a) Interests in Ordinary Shares

Director	Holding as at 13 May 2009	No. of Shares acquired*	Holding as at 11 August 2009*
Andrew Allner	25,000	10,000	35,000
Ian Burrell	109,936	44,390	154,326
Michael Davies	45,000	18,000	63,000
Graham Holden	370,473	81,367	451,840
Bill Husselby	30,000	12,000	42,000
David Sarti	125,620	52,761	178,381
Richard Scholes	35,000	14,000	49,000

*(in the case of Messrs Burrell, Holden and Sarti, this includes Ordinary Shares held by the SIP Trustee pursuant to the Share Purchase Plan and Investment Shares held in the EBT for the purpose of the LTIP)

Other PDMR

Holding as at 13 May 2009	No. of Shares acquired*	Holding as at 11 August 2009*
Peter Hallitt 4,727	1,084	5,811
Chris Harrop 7,823	3,545	11,368
Kevin Hull 4,581	1,830	6,411
Tom Poole 4,669	1,867	6,536
Cathy Baxandall -	174	174

*(this includes Ordinary Shares held by the SIP Trustee pursuant to the Share Purchase Plan and Investment Shares held in the EBT for the purpose of the LTIP)

(b) Interests under the Marshalls Long Term Incentive Plan ('LTIP')

Following the rights issue, adjustments have also been made to the numbers of Matching and Performance Shares in which Directors and PDMR are interested pursuant to the LTIP. Matching Awards and Performance Awards are contingent on satisfaction of performance criteria set at the date of grant measured over a three year period. If such criteria are not achieved, the Award will lapse and no shares will be received by the Director/PDMR concerned.

The Awards that have been adjusted were made in 2007, 2008 and 2009. Adjustments have been made by reference to the relevant number of Award shares in each year. The adjustment factor is 1.119, based on a theoretical ex-rights price of 92.5 pence and a cum-rights price of 103.55 pence as at 29 May 2009 (adjusted to exclude dividend, as the latter was not payable on the rights issue shares). The effective date of the adjustment was 11 August 2009.

The interests of the Executive Directors and PDMR before and after the rights issue adjustment are set out below. There are no changes other than those arising on adjustment, and no changes to the performance criteria.

Name	Award Type	Ordinary Shares under Award (pre-rights issue)	Adjusted Number of Ordinary shares under Award	Earliest Vesting Date
Ian Burrell	Matching	84,556	94,618	16 March 2010
	Performance	41,556	46,501	17 May 2010
	Matching	130,305	145,811	10 March 2011
	Performance	46,432	51,957	13 March 2011
	Matching	88,836	99,407	12 March 2012
	Performance	296,124	331,362	12 March 2012
Graham Holden	Matching	163,657	183,132	16 March 2010
	Performance	100,263	112,194	17 May 2010
	Matching	235,791	263,850	10 March 2011
	Performance	121,728	136,213	13 March 2011
	Matching	154,498	172,883	12 March 2012
	Performance	514,999	576,283	12 March 2012
David Sarti	Matching	79,707	89,192	16 March 2010
	Performance	41,556	46,501	17 May 2010
	Matching	130,305	145,811	10 March 2011
	Performance	46,432	51,957	13 March 2011
	Matching	88,836	99,407	12 March 2012
	Performance	296,124	331,362	12 March 2012

PDMR
Peter Hallitt	Matching	6,239	6,981	16 March 2010
	Performance	5,277	5,904	17 May 2010
	Matching	-		10 March 2011
	Performance	20,188	22,590	13 March 2011
	Matching	-	-	12 March 2012
	Performance	128,749	144,070	12 March 2012
Chris Harrop	Matching	5,223	5,844	16 March 2010
	Performance	5,277	5,904	17 May 2010
	Matching	4,430	4,957	10 March 2011
	Performance	20,188	22,590	13 March 2011
	Matching	-	-	12 March 2012
	Performance	128,749	144,070	12 March 2012
Kevin Hull	Matching	3,120	3,491	16 March 2010
	Performance	5,277	5,904	17 May 2010
	Matching	5,449	6,097	10 March 2011
	Performance	20,188	22,590	13 March 2011
	Matching	-	-	12 March 2012
	Performance	128,749	144,070	12 March 2012
Tom Poole	Matching	-	-	16 March 2010
	Performance	5,277	5,904	17 May 2010
	Matching	-	-	10 March 2011
	Performance	20,188	22,590	13 March 2011
	Matching	-	-	12 March 2012
	Performance	128,749	144,070	12 March 2012

Cathy Baxandall	Performance	51,499	57,627	12 March 2012