Director/PDMR Shareholding

RNS Number : 1499E

Cookson Group PLC

01 April 2011

1 April 2011

Notification of Transactions of Persons Discharging Managerial Responsibilities

Cookson Group plc

This notification is made in accordance with DTR 3.1.4R(1)(a) of the Disclosure Rules and Transparency Rules

1. Vesting of 2008 LTIP Awards

In accordance with the rules of the Cookson Group Long-Term Incentive Plan (the "Plan"), half of the allocation of Performance and Matching Shares awarded to the executive Directors of Cookson Group plc ("Cookson" or "the Company") on 31 March 2008 vested on 31 March 2011, following the application of the performance conditions specified at the time of grant.

The shares to satisfy the vesting of these awards were sourced from Cookson's Employee Share Ownership Trust. The Trustees arranged for 25,236, 39,989 and 26,476 shares to be sold to meet Messrs Butterworth, Salmon and Wanecq's associated tax and social security liabilities. As a result 91,701 shares were sold yesterday at a price of £6.899779 per share. The remaining shares have been transferred into their own names as follows: M G Butterworth - 24,052, N R Salmon - 38,113, F C Wanecq - 37,784.

Executive Director	Matching Shares Awarded	Matching Shares Vested	Performance Shares Awarded	Performance Shares Vested	Total Shares Sold	Total Shares retained
M G Butterworth	66,209	33,104	32,368	16,184	25,236	24,052
N R Salmon	102,867	51,433	53,339	26,669	39,989	38,113
F C Wanecq	85,990	42,995	42,531	21,265	26,476	37,784

2. Award of 2011 Deferred Share Bonus Award

In accordance with the Company's Annual Incentive Plan and the rules of the Cookson Group Deferred Share Bonus Plan, Mr Salmon has received an award of 38,211 deferred shares equivalent in value to one-third of his 2010 Annual Incentive bonus (or 50% of his 2010 base salary). These shares were awarded to Mr Salmon today, 1 April 2011, based upon the mid-market closing price for shares in Cookson on 31 March 2011, of £6.895. These shares will vest on the third anniversary of their award date although they will lapse if Mr Salmon ceases employment with the Company before the end of the three-year period other than in certain circumstances permitted under the rules of the Cookson Group Deferred Share Bonus Plan.

3. 2011 LTIP Plan - Purchase of Investment Shares and Performance and Matching Share Awards

In accordance with the rules of the Cookson Group Long-Term Incentive Plan (the "Plan"), the executive Directors were eligible to invest all or part of their Annual Incentive payments (post associated tax and social security liabilities) in shares in the Company ("Investment Shares") in return for which they were granted an award of Matching Shares. In this regard, Messrs Butterworth, Salmon and Wanecq purchased the following ordinary shares in Cookson Group plc on 31 March 2011 in London:

Executive Director	Number of Investment Shares acquired	Percentage of issued class acquired	Price per share	Value of Investment Shares acquired
M G Butterworth	19,698	0.0071%	£6.902896	£135,973
N R Salmon	28,757	0.0104%	£6.902896	£198,507
F C Wanecq	45,850	0.0166%	£6.902896	£316,498

In accordance with the rules of the Plan, the executive Directors, Messrs Butterworth, Salmon and Wanecq, have received their annual awards of Performance Shares (equivalent in value to their respective base annual salaries) and also received awards of Matching Shares in respect of the Investment Shares they purchased with their 2010 Annual Incentive payments. Mr Butterworth and Mr Salmon's awards were in the form of nil-cost options, which will normally be exerciseable subject to the achievement of the applicable performance conditions, three years after their award, and then remain exercisable until the fifth anniversary of their award. Mr Wanecq's awards were in the form of share allocations which will normally vest subject to the achievement of the applicable performance conditions three years after their award.

The Performance Shares and Matching Shares were awarded to the executive Directors today, 1 April 2011, based upon the mid-market closing price for shares in Cookson on 31 March 2011, of £6.895. The awards were as follows:

Executive Director	Performance Shares	Matching Shares
M G Butterworth	48,464	91,234
N R Salmon	78,332	133,192
F C Wanecq	78,656	176,367

Awards of Performance and Matching Shares under the Plan will normally vest on or shortly after the third anniversary of the award date. The proportion of an award that vests will be subject to the attainment of certain performance conditions relating to the performance of the Company over the three financial years to which the award relates, as set out in the 2009 Annual Report, save that the EPS vesting criteria have been amended. The EPS vesting criteria are based on threshold vesting if 2013 Headline EPS exceeds 82.0 pence with maximum vesting at 98.5 pence , i.e. average annual growth in a range of 10% to 17%, which is considered to be significantly more challenging than the previous RPI + 3% to RPI + 10% range and are aligned with the Company's recently announced strategic targets.

Following the transactions detailed in 1), 2) and 3) above, the interests of the executive Directors in the shares of the Company are as follows:-

Shareholdings:

Executive Director	Shareholdings prior to this notification	Total holding following notification	Total percentage holding following notification
M G Butterworth	147,507	191,257	0.0692%
N R Salmon	335,409	402,279	0.1455%
F C Wanecq	378,528	462,162	0.1672%

Awards under Deferred Share Bonus Plan:

Director

Grant Date

Type of award

New Share Award

01/04/11

Market Price of shares on day before award

(31/03/11)

Vesting date

N R Salmon

01/04/11

Deferred Shares

38,211

£6.895

01/04/14

Summary of Awards under Long-Term Incentive Plan:

2009 and 2010 Awards

Executive Director	Grant Date	Type of award	Share Awards outstanding as at 01/04/11	Performance period	Vesting date (subject to performance)

M G Butterworth	25/03/09	Performance Shares	174,166	01/01/09-31/12/11	25/03/12
		Matching Shares	321,280	01/01/09-31/12/11	25/03/12

	07/04/10	Performance Shares	54,522	01/01/10-31/12/12	07/04/13
		Matching Shares	52,556	01/01/10-31/12/12	07/04/13

N R Salmon	25/03/09	Performance Shares	287,000	01/01/09-31/12/11	25/03/12
		Matching Shares	694,033	01/01/09-31/12/11	25/03/12

	07/04/10	Performance Shares	89,843	01/01/10-31/12/12	07/04/13
		Matching Shares	86,605	01/01/10-31/12/12	07/04/13

F C Wanecq	25/03/09	Performance Shares	303,486	01/01/09-31/12/11	25/03/12
		Matching Shares	980,170	01/01/09-31/12/11	25/03/12

	07/04/10	Performance Shares	93,327	01/01/10-31/12/12	07/04/13
		Matching Shares	61,761	01/01/10-31/12/12	07/04/13

2011 Awards

Director	Grant Date	Type of award	New Share Awards 01/04/11	Market Price of shares on day before award (31/03/11)	Performance period	Vesting date (subject to performance)


M G Butterworth	01/04/11	Performance Shares	48,464	£6.895	01/01/11-31/12/13	01/04/14
		Matching Shares	91,234	£6.895	01/01/11-31/12/13	01/04/14

N R Salmon	01/04/11	Performance Shares	78,332	£6.895	01/01/11-31/12/13	01/04/14
		Matching Shares	133,192	£6.895	01/01/11-31/12/13	01/04/14

F C Wanecq	01/04/11	Performance Shares	78,656	£6.895	01/01/11-31/12/13	01/04/14
		Matching Shares	176,367	£6.895	01/01/11-31/12/13	01/04/14