Director/PDMR Shareholding

RNS Number : 4937S
Royal Bank of Scotland Group PLC
11 March 2019
 

11 March 2019

The Royal Bank of Scotland Group plc

 

 

INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE EU MARKET ABUSE REGULATION 596/2014

 

1.  The Royal Bank of Scotland Group plc (the Company) announces that conditional deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214) vested on 7 March 2019 to the PDMRs set out below. The conditional deferred awards were granted under the RBS 2014 Employee Share Plan (the Plan) between March 2016 and March 2018. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

 

Name of PDMR

Position of PDMR

No. of Shares vested

No. of Shares withheld to satisfy associated tax liability

No. of vested Shares retained

Vanessa Bailey

Chief Risk Officer, NatWest Holdings

45,915

21,581

24,334

Helen Cook

Chief HR Officer

26,486

12,450

14,036

Andrew McLaughlin1

CEO, RBS International

87,920

Nil

87,920

Katie Murray

Chief Financial Officer

45,655

21,459

24,196

1. The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority.

 

The above transactions took place outside of a trading venue.  The market price used to meet associated tax liabilities was £2.605. Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months.

 

2.    The Company announces that conditional deferred awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below:- 

 

Name of PDMR

Position of PDMR

Maximum no. of

Shares eligible to vest

Bruce Fletcher

Chief Risk Officer, RBS Group

273,038

Andrew McLaughlin

CEO, RBS International

189,610

Katie Murray

Chief Financial Officer

272,613

 

The above transactions took place outside of a trading venue.  The market price per Share used on the grant of the above awards was £2.637. Awards will be eligible to vest between years 2019 and 2026.  Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period, for relevant PDMRs. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period. 

 

3.    The Company announces that conditional long term incentive awards over Shares vested on 7 March 2019 to the PDMRs set out below.  The conditional long term incentive awards were granted under the Plan in March 2015 (or as otherwise stated).  The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-

 

Name of PDMR

Position of PDMR

No. of Shares vested

No. of Shares withheld to satisfy associated tax liability

No. of Shares retained

Vanessa Bailey

Chief Risk Officer, NatWest Holdings

18,075

8,496

9,579

Helen Cook

Chief HR Officer

9,002

4,231

4,771

Bruce Fletcher2

Chief Risk Officer, RBS Group

132,705

62,466

70,239

Les Matheson

CEO, Personal Banking

91,169

43,762

47,407

Ross McEwan

Chief Executive

185,549

87,209

98,340

Andrew McLaughlin3

CEO, RBS International

26,859

986

25,873

Simon McNamara

Chief Administrative Officer

102,109

49,013

53,096

Alison Rose

CEO, Commercial & Private Banking

98,463

46,278

52,185

2 The PDMR's awards were granted on 7 November 2018 to replace awards which the PDMR had forfeited on leaving HSBC and were announced on 9 November 2018.

3 The PDMR became Jersey tax resident shortly after the date of the award.  Accordingly only a very small amount of the award is subject to UK tax withholding by the employer.  The remainder of the award is subject to Jersey income tax which will be paid by the PDMR directly to the Jersey tax authority.

 

With the exception of Mr Fletcher's awards:

·     the above transactions took place outside of a trading venue;  

·     the market price used to meet associated tax liabilities was £2.605; and 

·     Shares retained after payment of associated tax liabilities are subject to a six month retention period from vesting.

 

For Mr Fletcher's awards:

·     the vesting took place on the London Stock Exchange (XLON);

·     a market price of £2.620 was used to meet associated tax liabilities; and 

·     vested Shares, after payment of associated tax liabilities, will be subject to retention periods of between six and thirty months, in line with the original terms of his forfeited HSBC awards.

 

     

4.    The Company announces that conditional long term incentive awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below.  The awards were subject to a pre-grant performance assessment and a further performance assessment will take place at the end of three years. Subject to this pre-vest assessment, awards will be eligible to vest between years 2022 and 2026.  Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period. 

 

 

Name of PDMR

Position of PDMR

Maximum no. of

Shares eligible to vest

Vanessa Bailey

Chief Risk Officer, NatWest Holdings

284,415

Mark Bailie

CEO, Bó

511,946

Helen Cook

Chief HR Officer

312,856

Chris Marks

CEO, NatWest Markets

568,829

Les Matheson

CEO, Personal Banking

417,141

Ross McEwan

Chief Executive

625,712

Simon McNamara

Chief Administrative Officer

417,141

Alison Rose

CEO, Commercial & Private Banking

568,829

David Wheldon

Chief Marketing Officer

246,493

 

The above transactions took place outside of a trading venue.  The market price per Share used on the grant of the above awards was £2.637. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.

 

Legal Entity Identifier: 2138005O9XJIJN4JPN90

 

For further information contact:-

 

RBSG Investor Relations
Alexander Holcroft
Head of Investor Relations
+44(0)20 7672 1758

 

RBSG Media Relations 

+44(0)131 523 4205

 

 


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