Director/PDMR Shareholding

RNS Number : 5321I

Marshalls PLC

12 March 2010

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

This notification is made under DTR 3.1.4(1)(a)

The Board of Marshalls plc (the "Company") was informed on 11 March 2010 that, on 11 March 2010, the Trustees of the Marshalls plc 2005 Employee Benefit Trust granted options to acquire ordinary shares of 25 pence each in the Company (in the form of (a) Matching Share Awards and (b) Performance Share Awards) to Executive Directors and other Persons Discharging Managerial Responsibility ("PDMR"), under the Marshalls plc 2005 Long Term Incentive Plan (the "LTIP").

(a) Matching Share Awards

Under the rules of the LTIP, Directors and Senior Executives may invest their annual bonus in shares in the Company (Investment Shares) and, in return, are granted a Matching Share Award of Shares.

The Directors have irrevocably committed to hold the full value of their 2009 annual bonus award in Investment Shares in the LTIP and the Company has granted each of them a Matching Share Award over a number of shares equal to twice the pre-tax equivalent of the value of the Investment Shares.

To be eligible to receive the shares under the Matching Share Award, the Directors must leave their Investment Shares in the Trust and remain in employment for a period of three years from the date of grant of the Matching Share Award. The actual number of shares transferred to a Director on the exercise of the Matching Share Award will depend on the extent to which a corporate performance target (which relates to growth in the Company's earnings per share) is satisfied over the three year vesting period. No consideration will be payable on the exercise of a Matching Share Award.

The details of the Investment Shares so acquired and the Matching Share Awards under the LTIP are as follows:

Executive Directors	Value of Investment	Number of Investment Shares*	Total beneficial shareholding following this announcement	Number of shares granted under Matching Share Award
D G Holden	£185,520	122,640	452,744	415,731
I D Burrell	£106,674	70,518	155,232	239,045
D N Sarti	£106,674	70,518	179,289	239,045

* To avoid the need for a simultaneous sale and purchase of shares Directors have been permitted to roll over shares already beneficially owned into the LTIP at market value calculated in accordance with the LTIP Rules.

(b) Performance Shares and HMRC Approved Options

In addition certain Directors and other PDMR have been granted Performance Share Awards under the LTIP, a proportion of which has been awarded using a HMRC tax approved share option structure so that, in the event of vesting, under current HMRC rules the growth in value of the first £30,000 in value of an award will be taxed as a capital gain rather than income. This will not result in a higher number of shares being delivered to a participant than if the award had been made as a Performance Share Award without a HMRC tax approved share option structure.

As with the Matching Share Awards, Performance Share Awards are subject to the satisfaction of performance conditions measured over a three year period and the shares would only be transferred to the Director or PDMR if these targets were met. No consideration was paid for the grant of the Performance Share Award. The consideration payable on exercise of the proportion of each Performance Share Award represented by HMRC Approved Options will be equal to the market value of the HMRC Approved Options on the date of grant. No consideration will be payable in respect of the proportion of the Performance Share Award represented by nil cost Performance shares.

The following Directors and PDMR have been granted a Performance Share Award under the LTIP as follows:

Executive Directors	Total number of shares represented by Performance Share Award	Number of shares in the form of HMRC Approved Options	Balance of nil cost Performance shares
D G Holden	336,134	33,613	302,521
I D Burrell	193,277	33,613	159,664
D N Sarti	193,277	33,613	159,664

Other PDMR	Total number of shares represented by Performance Share Award	Number of shares in the form of HMRC Approved Options	Balance of nil cost Performance shares
P Hallitt	84,033	33,613	50,420
C Harrop	84,033	33,613	50,420
K R Hull	84,033	33,613	50,420
T Poole	84,033	33,613	50,420
C E Baxandall	33,613	33,613	-