This form is intended for use by an issuer to make a Regulatory Information Service notification required by the UK Financial Conduct Authority's Disclose and Transparency Rule 3.1.4R(1).
1. Name of the issuer
Standard Chartered PLC
2. State whether the notification relates to:
(i) a transaction notified in accordance with the UK Disclosure and Transparency Rule 3.1.2R;
(ii) a disclosure made in accordance with section 793 of the UK Companies Act (2006); or
(iii) in accordance with paragraph 26 of the Model Code of the UK Listing Rules.
This notification relates to a transaction notified in accordance with the UK Disclosure and Transparency Rule 3.1.2R
3. Name of person discharging managerial responsibilities/director
Jaspal Bindra, Tracy Clarke, Richard Goulding, Andy Halford, Sir John Peace, Mike Rees, Peter Sands, V Shankar, Jan Verplancke
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
This notification is made in respect of holdings of persons referred to in 3. above.
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
Ordinary shares of US$0.50 each fully paid
7. Name of registered shareholder(s) and, if more than one, the number of shares held by each of them
Sir John Peace - shares held through BBHISL Nominees Limited
Peter Sands - shares held through Heartwood Wealth Management Limited and Bedell Trustees Limited
Mike Rees - shares held through Computershare Company Nominees Limited and Bedell Trustees Limited
Andy Halford - shares held through Mership Nominees and Bedell Trustees Limited
Jaspal Bindra - shares held in own name and Bedell Trustees Limited
V Shankar - shares held through UBS Nominees Limited and Bedell Trustees Limited
Jan Verplancke - shares held in own name and Bedell Trustees Limited
Tracy Clarke - shares in own name, husband's name, Wealth Nominees Limited and Bedell Trustees Limited
Richard Goulding - shares held in own name and Bedell Trustees Limited
8. State the nature of the transaction
(i) Allocation of shares to Sir John Peace as part of his base fee, as provided for under his contract of employment.
(ii) Allocation of fixed pay allowance delivered in shares which are released over a five year period. Further details are contained in the directors' remuneration report in the 2014 Annual Report and Accounts.
(iii) Delivery of total variable compensation (TVC) awards in respect of 2014 performance. As outlined in the directors' remuneration report in the 2014 Annual Report and Accounts, these TVC awards are delivered through a combination of share awards:
- An award of upfront shares (UFS) (an element of any non-deferred total variable compensation award for Code Staff employees will be delivered in the form of ordinary shares) which are then subsequently retained;
- An allocation of deferred shares which vest over three years;
- An allocation of underpin shares which vest after three or five years;
- An allocation of performance shares which vest after five years.
Awards of deferred shares, underpin shares and performance shares are granted under the Company's 2011 Standard Chartered Share Plan.
See clause 20 below.
9. Number of shares, debentures or financial instruments relating to shares acquired
See clause 20 below.
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
See clause 20 below.
11. Number of shares, debentures or financial instruments relating to shares disposed
N/A
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
N/A
13. Price pershare or value of transaction
£10.43
14. Date and place of transaction
19 March 2015 - London
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
Name |
No. of shares |
% of issued share capital |
Sir John Peace |
42,565 |
0.002 |
Peter Sands |
397,341 |
0.02 |
Mike Rees |
243,754 |
0.01 |
Andy Halford |
32,708 |
0.001 |
Jaspal Bindra |
283,247 |
0.01 |
V Shankar |
236,127 |
0.01 |
Jan Verplancke |
151,380 |
0.006 |
Tracy Clarke |
124,652 |
0.005 |
Richard Goulding |
205,347 |
0.008 |
16. Date issuer informed of transaction
19 March 2015
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17. Date of grant
19 March 2015
18. Period during which or date on which exercisable
Deferred shares vest in three equal annual instalments.
Underpin shares will vest on either the third or fifth anniversary of the award subject to sustained financial performance between the date of award and the third anniversary of award.
Performance shares will vest on the fifth anniversary of grant, subject to meeting certain performance conditions which are measured after the third anniversary of award.
All awards
- are eligible for notional dividends which are applied on vesting
- expire on the seventh anniversary post grant (other than in the case of performance shares which expire on the tenth anniversary post grant)
- are granted under the 2011 Standard Chartered Share Plan
19. Total amount paid (if any) for grant of the option
None
20. Description of shares or debentures involved (class and number)
Ordinary shares of US$0.50 each fully paid
Name |
Award type |
Number of shares granted/awarded |
Sir John Peace |
Base fee in shares |
13,183 |
Peter Sands |
Fixed pay allowance |
18,266 |
Mike Rees |
Fixed pay allowance |
16,606 |
Andy Halford |
Fixed pay allowance |
11,624 |
Upfront shares |
9,210 |
|
Deferred shares |
36,930 |
|
Underpin shares - three year |
13,577 |
|
Underpin shares - five year |
13,577 |
|
Performance shares |
27,154 |
|
Jaspal Bindra |
Fixed pay allowance |
15,313 |
V Shankar |
Fixed pay allowance |
18,016 |
Jan Verplancke |
Fixed pay allowance |
18,016 |
Upfront shares |
10,527 |
|
Deferred shares |
27,964 |
|
Underpin shares - three year |
10,281 |
|
Underpin shares - five year |
10,281 |
|
Performance shares |
20,562 |
|
Tracy Clarke |
Fixed pay allowance |
9,548 |
Upfront shares |
6,974 |
|
Deferred shares |
27,964 |
|
Underpin shares - three year |
10,281 |
|
Underpin shares - five year |
10,281 |
|
Performance shares |
20,562 |
|
Richard Goulding |
Fixed pay allowance |
9,548 |
Upfront shares |
5,260 |
|
Deferred shares |
21,093 |
|
Underpin shares - three year |
7,754 |
|
Underpin shares - five year |
7,754 |
|
Performance shares |
15,509 |
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
N/A
22. Total number of shares or debentures over which options held following notification
Name |
No. of shares |
Sir John Peace |
162,797 |
Peter Sands |
463,770 |
Mike Rees |
851,649 |
Andy Halford |
219,783 |
Jaspal Bindra |
254,775 |
V Shankar |
276,145 |
Jan Verplancke |
323,458 |
Tracy Clarke |
269,885 |
Richard Goulding |
246,817 |
23. Any additional information
NONE
24. Name of contact and telephone number for queries
Alex Raistrick, Company Secretarial Assistant, 020 7885 7154
Name of authorised official of issuer responsible for making notification
Lee Davis, Assistant Group Secretary,
Date of notification
20 March 2015