Director/PDMR Shareholding

RNS Number : 9663A

Cookson Group PLC

05 April 2012

5 April 2012

Notification of Transactions of Persons Discharging Managerial Responsibilities

Cookson Group plc

2012 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 4 April 2012 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	8,140	0.003%	£7.088985	£57,704
N R Salmon	6,720	0.002%	£7.088985	£47,638
F C Wanecq	7,856	0.003%	£7.088985	£55,691

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 2011 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, 5 April 2012, based upon the mid-market closing price for shares in Cookson on 4 April 2012, of £6.895.The awards were as follows:

Executive Director	Performance Shares	Matching Shares
M G Butterworth	48,464	39,525
N R Salmon	78,332	32,630
F C Wanecq	79,619	32,475

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 2010 Annual Report, save that the EPS vesting criteria are based on threshold vesting if 2014 Headline EPS exceeds 85 pence with maximum vesting at 105 pence.

Following the transactions detailed in 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 shareholdings following notification	Total percentage holding following notification
M G Butterworth	440,483	448,623	0.16%
N R Salmon	883,864	890,584	0.32%
F C Wanecq	1,137,460	1,145,316	0.41%

Awards under Deferred Share Bonus Plan:

Director	Grant Date	Type of award	Share Award Outstanding as at 05/04/12	Vesting date
N R Salmon	01/04/11	Deferred Shares	38,211	01/04/14

Summary of Awards under Long-Term Incentive Plan:

2010 and 2011 Awards

Executive Director	Grant Date	Type of award	Share Awards outstanding as at 05/04/12	Performance period	Vesting date (subject to performance)

M G Butterworth	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

	01/04/11	Performance Shares Matching Shares	48,464 91,234	01/01/11-31/12/13 01/01/11-31/12/13	01/04/14 01/04/14


N R Salmon	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

	01/04/11	Performance Shares Matching Shares	78,332 133,192	01/01/11-31/12/13 01/01/11-31/12/13	01/04/14 01/04/14


F C Wanecq	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

	01/04/11	Performance Shares Matching Shares	78,656 176,367	01/01/11-31/12/13 01/01/11-31/12/13	01/04/14 01/04/14

2012 Awards

Executive Director	Grant Date	Type of award	New Share Awards 05/04/12	Market Price of shares on day before award (04/04/12)	Performance period	Vesting date (subject to performance)


M G Butterworth	05/04/12	Performance Shares	48,464	£6.895	01/01/12-31/12/14	05/04/15
		Matching Shares	39,525	£6.895	01/01/12-31/12/14	05/04/15

N R Salmon	05/04/12	Performance Shares	78,332	£6.895	01/01/12-31/12/14	05/04/15
		Matching Shares	32,630	£6.895	01/01/12-31/12/14	05/04/15

F C Wanecq	05/04/12	Performance Shares	79,619	£6.895	01/01/12-31/12/14	05/04/15
		Matching Shares	32,475	£6.895	01/01/12-31/12/14	05/04/15