Director/PDMR Shareholding

RNS Number : 7314C

Trinity Mirror PLC

20 March 2014

Trinity Mirror plc

20^th March 2014

Trinity Mirror plc (the "Company")

The independent trustee (the "Trustee") of the Trinity Mirror Employees' Benefit Trust based in Jersey (the "Trust") notified the Company that on 19^th March 2014 it granted Awards under the Trinity Mirror Long Term Incentive Plan 2012 ("the LTIP") to acquire ordinary shares in the capital of the Company in the form of nil-cost options to Persons Discharging Managerial Responsibility ("PDMR") within the Company, in the amounts set out below.

Under the terms of the LTIP, Awards would normally vest on the third anniversary of their date of grant subject to the satisfaction of conditions relating to the performance of the Company over the three financial years to which an award relates (the Performance Period")

Upon vesting, Awards are subject to a holding period of a further two years. During the holding period restrictions will apply to the sale or other disposal of the shares.

During the holding period , the Awards will be subject to the malus provisions of the LTIP rules (the "Rules") which would allow for forfeiture of all of the shares or a reduction in the number released in circumstances as set out in the Rules.

The Awards will be exercisable as follows:

· 0% of an Award will be exercisable if the Company's share price is 225p or below.

· 100% of an Award will be exercisable if the Company's share price is 350p or above; and

If the Company's share price is between 225p and 350p, the number of Shares over which the Award will be exercisable will be determined by straight-line interpolation between these two points.

Closing Average Adjusted Share Price at end of Performance Period	Percentage of total number of Shares under Award over which Award can be exercised
225 pence	0%
250 pence	20%
275 pence	40%
300 pence	60%
325 pence	80%
350 pence	100%

Whether a target share price has been achieved will be determined by reference to the Company's volume-weighted average share price over the final quarter of the Performance Period.

In addition, for an Award to become exercisable:

· the growth in the Company's 3 year TSR must exceed that of the FTSE All-Share Index over the Performance Period; and

· the Remuneration Committee must be satisfied that the Company's share price performance is a genuine reflection of the underlying business performance of the Company over the Performance Period. When assessing whether they are satisfied that the Company's share price performance is a genuine reflection of the Company's business performance the Remuneration Committee will take into account factors including revenues, free cash flow, and change in net debt over the period. The Committee will be guided in its assessment by a review of performance against these metrics, based on the audited results, which it will undertake prior to vesting. The Committee will consider both a quantitative and qualitative analysis of the performance and will take account of any relevant internal and external factors to help ensure that unexpected events during the period are considered properly.

The total exercise price payable on any exercise of a LTIP award is £1. Nothing is paid for the grant of the award.

The base price for calculating the level of award was 223.2p, the average market closing price on between 14^th and 18^th March 2014.

The following new LTIP awards were made:

PDMR	Number of Shares
Simon Fox Chief Executive	322,581
Mark Hollinshead Chief Operating Officer	197,133
Vijay Vaghela Group Finance Director	231,183
Paul Vickers Secretary and Group Legal Director	184,812