Director/PDMR Shareholding

RNS Number : 1919A

Cookson Group PLC

27 March 2012

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

Vesting of 2009 LTIP Awards

In accordance with the rules of the Cookson Group Long-Term Incentive Plan (the "Plan"), the allocation of Performance and Matching Shares awarded to the executive Directors of Cookson Group plc ("Cookson" or "the Company") on 25 March 2009 vested on 26 March 2012, following the application of the performance conditions specified at the time of grant. The Remuneration Committee awarded dividends in respect of the shares that vested. As a result each participant received additional shares equivalent in value to the dividends that would have accrued on the shares that vested during the three year vesting period. The shares to satisfy the vesting of these awards will be sourced from Cookson's Employee Share Ownership Trust, approximately half from newly issued shares and half from existing shares. 1,890,000 new £1 ordinary shares have been allotted to the Trust by Cookson Group plc for this purpose, The Trustees will arrange for sufficient shares to be sold to meet Messrs Butterworth, Salmon and Wanecq's associated tax and social security liabilities, and the dealing costs for selling these shares. The remaining shares will, for Messrs Butterworth and Wanecq be transferred into their own names, and for Mr Salmon, transferred into his wife's name, Deirdre Salmon. The executive Directors have undertaken that they will not dispose of their beneficial interest in these residual shares for a period of 12 months from the date of vesting.

Executive Director	Matching Shares Vested	Performance Shares Vested	Dividend Shares	Estimated Total number of Shares to be Sold to cover dealing costs, tax and social security liabilities	Estimated Total Shares to be retained
M G Butterworth	321,280	174,166	13,366	265,600	243,212
N R Salmon	694,033	287,000	26,466	525,914	481,585
F C Wanecq	980,170	303,486	34,631	543,134	775,153

The mid-market closing price of the Company's shares on the date of vesting was £7.045.

Following the transaction detailed above, the interests of the executive Directors in the shares of the Company are expected to be as follows:-

Shareholdings:

Executive Director	Shareholdings prior to this notification	Estimated Total Shares to be retained	Total holding following notification	Total percentage holding following notification
M G Butterworth	197,271	243,212	440,483	0.16%
N R Salmon	402,279	481,585	883,864	0.32%
F C Wanecq	462,162	775,153	1,237,315	0.44%