Close Brothers Group plc
Notification of transactions by directors and persons discharging managerial responsibilities
Pursuant to its obligations under Disclosure and Transparency Rule 3.1.2R Close Brothers Group plc (the "Company") notifies the following changes in the interests in the ordinary shares of 25p each of the Company ("Shares") of the executive directors and persons discharging managerial responsibilities ("PDMRs") arising from the Long Term Incentive Plan ("LTIP") share awards granted on 19 October 2010.
The number of Shares awarded was determined by reference to the average of the middle market quotations for the Company's shares as derived from the Official List of the London Stock Exchange, on the five business days immediately preceding the grant date of 19 October 2010 which was £7.606 per share.
On 19 October 2010, options to acquire Shares at nil cost ("Awards") were granted under the LTIP to the following executive directors and PDMRs, as set out below. The numbers of Shares stated are the maximum available to each director or PDMR on satisfaction, in full, of the performance targets described below.
|
Number of |
Executive directors |
|
Preben Prebensen |
124,902 |
Stephen Hodges |
101,499 |
Jonathan Howell |
97,292 |
|
|
PDMRs |
|
Martin Andrew |
19,722 |
Rebekah Etherington |
28,761 |
Tazim Essani |
32,869 |
Elizabeth Lee |
41,086 |
Julian Palfreyman |
15,449 |
Vesting of these Awards will be conditional on the achievement of distinct performance conditions established at the start of the performance period. For this award one third of each Award will be subject to a target based on the Company's total shareholder return (share price growth plus re-invested dividends) over the performance period being at least 10% p.a. with maximum vesting at 20% p.a. A further one third of the Award will be subject to a requirement that the growth in the Company's adjusted earnings per share over the performance period must exceed the RPI rate of inflation over that period by 3% with maximum vesting at 10%. The relevant part of a participant's award will lapse if the Company's performance is below the lower level; 25% will vest at the lower level and 100% at the top level. For performance between the two levels, the award will vest on a sliding scale.
The remaining third of the Award will be subject to a target which is based on a number of long term business improvement goals (strategic clarity, people, capital and balance sheet management, risk/compliance and financial KPIs) which focus on integrating the Company's operations, improving efficiency and processes and improving the Company's scalability. 25% of this part of the Award will vest at threshold performance, with 100% vesting at exceptional performance and no vesting at below threshold performance.
The beneficial interests in the ordinary share capital of the Company of those executive directors and PDMRs granted LTIP share awards above are:
|
Shareholding prior to and after awards as at 19 October 2010
|
LTIP share awards prior to 19 October 2010 award
|
LTIP share awards as at 19 October 2010
|
|
Executive directors
|
|
|
|
|
Preben Prebensen
|
116,721 (0.08%)
|
135,967
|
260,869
|
|
Stephen Hodges
|
593,573 (0.41%)
|
265,442
|
366,941
|
|
Jonathan Howell
|
59,593 (0.04%)
|
269,517
|
366,809
|
|
|
|
|
|
|
PDMRs
|
|
|
|
|
Martin Andrew
|
2,596
|
169,545
|
189,267
|
|
Rebekah Etherington
|
-
|
31,309
|
60,070
|
|
Tazim Essani
|
2,186
|
35,781
|
68,650
|
|
Elizabeth Lee
|
2,850
|
44,726
|
85,812
|
|
Julian Palfreyman
|
14,913 (0.01%)
|
103,908
|
119,357
|
John Hudspith
Assistant Company Secretary
20 October 2010