Director/PDMR Shareholding

Director/PDMR Shareholding

St. James's Place

St. James’s Place plc (“SJP”)

SJP was notified on 24 March 2016 of the following changes in SJP shares held by the Executive Directors and Persons Discharging Managerial Responsibilities (“PDMRs”).

Award of SJP Shares under the SJP Deferred Bonus Scheme (“DBS”)

On 24 March 2016, SJP awarded the following ordinary 15p shares under the DBS to the Executive Directors and PDMRs.

Under the scheme rules, the SJP shares are held for a three-year restricted period which will end on 24 March 2019. Until that date, the shares are subject to forfeiture, for example if the executive Director or PDMR leaves SJP.

Name of Director   Number of SJP ordinary 15p shares awarded
David Bellamy 37,721
Andrew Croft 27,294
Ian Gascoigne 27,294
David Lamb 27,294
 
Name of PDMR Number of SJP ordinary 15p shares awarded
Jonathan McMahon 15,334
Tony Dunk 11,829
Peter Edwards 13,307
Ian MacKenzie 13,800
Iain Rayner 13,800

Award of SJP Performance Share Plan 2005 (“PSP”) and linked Company Share Option Plan 2010 (“CSOP”)

The following PDMRs were awarded a CSOP-linked award whereby they were granted a nil-cost unapproved option pursuant to the PSP and a linked HMRC-approved CSOP share option with an exercise price of £9.3875 per share.

Name of PDMR   Number of linked CSOP Options
Tony Dunk 1,525
Peter Edwards 157

The grant of nil cost options under the terms of the PSP over the number of SJP shares are set out below:

Name of Director   Number of SJP ordinary 15p shares subject to PSP award
David Bellamy 107,589
Andrew Croft 73,874
Ian Gascoigne 73,874
David Lamb 73,874
 
Name of PDMR Number of SJP ordinary 15p shares subject to PSP award
Jonathan McMahon 21,837
Tony Dunk 13,422
Peter Edwards 21,304
Ian MacKenzie 19,174
Iain Rayner 21,304

The awards under the PSP vest in three years and are exercisable from 24 March 2019 to 24 March 2022, subject to the achievement of prescribed performance targets over a three-year performance period that commenced on 1 January 2016 and will end on 31 December 2018. Two thirds of an award will be dependent on growth in adjusted earnings per share and one third on total shareholder return. Further details of the performance conditions are set out in the SJP Report & Accounts. The linked PSP awards automatically lapse down in respect of the number of shares equal in value to the gain of the corresponding CSOP linked award.

Sharesave Share Option Scheme

On 24 March 2016, the PDMRs named below were granted an option under the SJP Sharesave Share Option Scheme 2010 to acquire the number of ordinary shares of 15p each in SJP set out below at an exercise price of £6.87 per share. The option is exercisable between 1 May 2019 and 31 October 2019:

   
Name of PDMR   Number of SJP shares under option
Ian MacKenzie 1,310
Iain Rayner 1,310
Tony Dunk 1,310
Peter Edwards 1,310

Award of SJP Shares under the SJP 2010 Share Incentive Plan (“SIP”)

On 24 March 2016, SJP awarded the number of SJP ordinary 15p shares under the SIP to the Executive Directors and PDMRs set out in the table below, at a price of £9.3875 per share, in return for £1,500 being deducted from their pre-tax salary. The shares will be held by an employee benefit trust (SJP AESOP Trustees Limited) on behalf of the Executive Directors and PDMRs named below for a minimum period of three years from the date of award.

Name of Director   Number of SJP ordinary 15p shares awarded under the SIP*
Andrew Croft

Ian Gascoigne

174

174

 
Name of PDMR Number of SJP ordinary 15p shares awarded under the SIP*
Peter Edwards 174
Ian MacKenzie 174
Tony Dunk 174

* Includes Partnership and Matching Shares

SJP Performance Share Plan 2005 (“PSP”) and linked Company Share Option Plan 2010 (“CSOP”)

In March 2013, the following PDMRs, Peter Edwards, Iain Rayner and Ian Gascoigne were awarded a CSOP-linked award, whereby they were granted a nil-cost unapproved option pursuant to the PSP and a linked HMRC-approved CSOP share option. These PDMRs exercised the linked CSOP award on 24 March 2016 with an exercise price of £5.155 per share and, as a result, their linked PSP awards automatically lapsed in respect of the number of shares equal in value to the gain realised upon exercise of the linked CSOP award.

Column 1 sets out the number of SJP shares acquired as a result of the exercise of the linked CSOP award on 24 March 2016, and column 2 sets out the number of SJP shares sold on 24 March 2016 at £9.2425 pence per share by these PDMRs. Column 3 sets out the number of shares that have lapsed under the linked PSP award as a result of these exercises, and Column 4 sets out the number of PSP award shares retained under the linked PSP awards.

    1   2   3   4
Name of Director Number of SJP shares acquired on exercise of CSOP option Number of SJP shares sold Number of SJP options that have lapsed under the linked PSP award Number of options retained under the linked PSP award
Ian Gascoigne 774 435 343 117,115
    1   2   3   4
Name of PDMR Number of SJP shares acquired on exercise of CSOP option Number of SJP shares sold Number of SJP options that have lapsed under the linked PSP award Number of options retained under the linked PSP award
Peter Edwards 3,094 2,413 1,369 25,484
Iain Rayner 774 604 343 22,935

The Executive Directors and PDMRs exercised nil cost unapproved PSP awards on 24 March 2016.

Column 1 sets out the number of SJP shares exercised, column 2 sets out the number of SJP shares sold on 24 March 2016 at £9.22 pence per share by the Executive Directors and PDMRs in order to settle income tax and National Insurance liabilities, column 3 sets out the number of additional SJP shares sold at £9.22, and Column 4 sets out the number of SJP shares retained.

    1   2   3   4
Name of Director Number of SJP shares exercised Number of SJP shares sold to meet tax liability Number of additional SJP shares sold Number of SJP shares retained
Ian Gascoigne 117,115 55,045 31,103 30,967
    1   2   3   4
Name of PDMR Number of SJP shares exercised Number of SJP shares sold to meet tax liability Number of additional SJP shares sold Number of SJP shares retained
Peter Edwards 25,484 11,468 7,283 6,733
Iain Rayner 22,935 10,780 6,096 6,059

On 24 March 2016, the following transfer took place:

  • Mr Gascoigne transferred 30,967 SJP shares by way of gift to his Connected Person*.

SJP Deferred Bonus Scheme (“DBS”)

As previously notified the trustees of SJP's Deferred Bonus Scheme transferred SJP shares to the executive Directors and PDMRs named below on 21 March 2013 relating to bonuses earned in respect of the 2012 financial year and which were invested in SJP shares and held in trust subject to forfeiture for a period of three years. On 24 March 2016 the shares became no longer subject to forfeiture and income tax and National Insurance liabilities became payable. In order to settle the tax liability, the Directors and PDMRs sold the number of shares in column 2 of the table below on 24 March 2016 at a price of 924.25 pence per share. Column 3 sets out the additional number of SJP shares sold at 924.25 pence per share. Column 4 sets out the number of shares retained by each Director/PDMR as a result of this exercise.

    1   2   3   4
Name of Director Number of SJP shares no longer subject to forfeiture Number of SJP shares sold to meet tax liability and associated costs Number of additional SJP shares sold Number of SJP shares retained
David Bellamy 24,591 11,598 0 12,993
Andrew Croft 17,769 8,352 4,723 4,694
Ian Gascoigne 17,769 8,352 4,723 4,694
David Lamb 17,769 8,352 9,417 0
    1   2   3   4
Name of PDMR Number of SJP shares no longer subject to forfeiture Number of SJP shares sold to meet tax liability Number of additional SJP shares sold Number of SJP shares retained
Tony Dunk 8,173 3,842 4,331 0
Peter Edwards 8,076 3,796 2,147 2,133
Iain Rayner 3,634 1,708 966 960
Ian MacKenzie 7,668 3,604 2,038 2,026

On 24 March 2016, Mr Gascoigne transferred 4,694 SJP shares by way of gift to his Connected Person*.

On 24 March 2016, Mr MacKenzie transferred 2,026 SJP shares by way of gift to his Connected Person*.

Sharesave Share Option Scheme

SJP announces the following changes in the holding of SJP ordinary shares held by the Director named below.

On 24 March 2016, Ian Gascoigne, Managing Director, notified the Company that on 24 March 2016 he exercised an option to acquire 3,272 ordinary 15p shares in SJP under the SJP Share Save Scheme with an option price of £2.75 per ordinary share, he then sold 1,718 ordinary SJP shares and retained 1,554 ordinary SJP shares.

Current Holdings

The table below sets out the current holdings of the said Executive Directors and PDMRs in SJP ordinary shares after the above transactions:

Name of Director   Number of SJP shares held
David Bellamy 1,289,203
Andrew Croft 904,960
Ian Gascoigne 739,764
David Lamb 470,870
Name of PDMR   Number of SJP shares held
Tony Dunk 418,890
Peter Edwards

Ian MacKenzie

Jonathan McMahon

Iain Rayner

88,678

68,540

26,587

53,821

(i) *The interests of the Directors and PDMRs include those of their Connected Persons as defined in section 96B(2) of the Financial Services and Markets Act. The Connected Person of Andrew Croft is Lynn Anderson, the Connected Person of Ian Gascoigne is Gail Gascoigne, the Connected Person of David Lamb is Sally Lamb, the Connected Person of Tony Dunk is Angela Dunk, the Connected Person of Ian MacKenzie is Janet Anderson-MacKenzie and the Connected Person of Iain Rayner is Louise Rayner.

(ii) The interests of the Directors and PDMRs include deferred bonus scheme awards held in trust for the Directors and PDMRs which have not yet vested and are subject to forfeiture.

This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a).

With the exception of the changes notified in this announcement, the executive Directors’ and PDMRs’ shareholdings in SJP are unchanged.

Elizabeth Kelly, Company Secretary, Tel: +44 (0)1285 878205

End

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