Director/PDMR Shareholding

RNS Number : 3213G

Morgan Sindall Group PLC

03 March 2015

MORGAN SINDALL GROUP plc

(the "Company")

Notification of Transactions by Directors

The Morgan Sindall 2014 Long Term Incentive Plan (the Plan)

Grant of conditional share awards

On 2 March 2015, certain directors of the Company were granted conditional share awards over ordinary shares of 5p each in the capital of the Company ("shares") under the Morgan Sindall 2014 Long Term Incentive Plan ("the Plan").

Details of the directors and the number of shares under conditional share awards granted to them under the Plan are set out below:

Director	Number of conditional shares awarded
John Morgan	98,680
Steve Crummett	74,348

Conditional share awards will normally vest on 2 March 2018 being the third anniversary of the date of grant, subject to continued employment with the Company and the satisfaction of the following performance conditions, which are measured over a period of three financial years ending on 31 December 2017:

· the number of shares under award representing 100% of the relevant director's salary will be based on the average annual growth in earnings per share ("EPS") relative to the Retail Prices Index; and

· the number of shares under award representing 50% of the relevant director's salary will be based on a performance condition measuring the Company's total shareholder return ("TSR") compared with eight of its UK listed peers.

Depending on whether or not the performance conditions are met the directors will receive between 0% and 100% of the award. Details of the performance conditions will be set out in the Directors' Remuneration Report in the Company's 2014 Annual Report (which will be published on or about 19 March 2015).

In the event that the Directors' Remuneration Policy for the year ended 31 December 2014 does not receive shareholder approval at the 2015 AGM, the total maximum number of shares under each award shall be adjusted downwards to 100% of salary (i.e. so that the award is made in accordance with the terms of the previous Directors' Remuneration Policy approved at the AGM on 8 May 2014). In these circumstances, the performance conditions applying to the awards shall be based 50% on the EPS condition and 50% on the TSR condition.

No consideration was paid for the grant of the awards.

Following the grant of the conditional share awards under the Plan these directors maintain the following beneficial interests in the issued share capital of the Company:

Director	Beneficial interest in the shares of the Company	% of the issued share capital of the Company	Total number of shares over which options are held	Total number of conditional share awards held
John Morgan	3,999,322	9.06	295,116	303,777
Steve Crummett	12,200	0.03	Nil	208,055