Director/PDMR Shareholding

RNS Number : 2916T

Close Brothers Group PLC

02 October 2014

Close Brothers Group plc

Notification of transactions by

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 other persons discharging managerial responsibilities ('PDMRs') arising from Omnibus Share Incentive Plan 2009 awards granted under the deferred annual bonus plan ("DAB"), share matching plan ("SMP") and long term incentive plan ("LTIP") on 30 September 2014. A share price of 1,429.4p per share has been applied to determine the number of Shares awarded under each of the plans.

Full details of the plans will be published within the Company's Annual Report 2014 on or around 16 October 2014.

Deferred Annual Bonus Plan Share Awards

The award entitles each of the following to call for specified amounts of the award shares listed below at their option and at nil cost at any time during defined one year periods between 30 September 2015 and 29 September 2018. These entitlements will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following DAB awards have been granted to the executive directors on 30 September 2014:

	Number of DAB Shares awarded 2014
Executive directors
Stephen Hodges	32,322
Jonathan Howell	24,137
Preben Prebensen	35,890

These DAB awards may be called in the following amounts and during the specified call periods:

	Call period 30 September 2015 - 29 September 2016	Call period 30 September 2016 - 29 September 2017	Call period 30 September 2017 - 29 September 2018
Executive directors
Stephen Hodges	21,547	5,386	5,389
Jonathan Howell	17,140	3,498	3,499
Preben Prebensen	23,926	5,981	5,983

Share Matching Plan Share Awards

This award entitles each of the following to call at any time between 30 September 2017 and 29 September 2018 at their option, at nil cost, for the shares listed below subject to the criteria set out below. These entitlements will lapse if the participant leaves employment in certain circumstances.

Executive directors and other PDMRs participate in this plan by choosing to invest up to the value of 100% of base salary from their total deferred and non-deferred annual bonusinto invested shares with a deferral period of three years ("Invested Shares"). Performance conditions will not apply to the Invested Shares which will be released in full at the end of the holding period, subject to forfeiture or reduction in certain adverse circumstances. Invested Shares are matched on a 2:1 matching ratio basis for executive directors or a 1:1 matching ratio basis for other PDMRs with free matching shares ("Matching Shares"), which are subject to performance conditions over the three year deferral period and in particular adverse circumstances, may be subject to forfeiture or reduction.

Vesting of the Matching Shares will be conditional on the achievement of distinct performance conditions established at the start of the performance period. For this award, 40% of the Matching Shares 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% per annum, with maximum vesting at 20% per annum. A further 40% of each 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 by 3% per annum over that period with maximum vesting at RPI plus 10% per annum over that period. 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 20% of the Matching Shares award will be subject to a measure which is based on two risk management objectives targets which focus on capital and balance sheet management and risk, compliance and controls. 25% of this part of the Award will vest at satisfactory performance, with 100% vesting at exceptional performance and no vesting at below satisfactory performance.

The following SMP awards have been granted to the executive directors and other PDMRs on 30 September 2014:

	Number of Invested Shares awarded 2014	Number of Matching Shares awarded 2014	Total number of SMP Shares awarded 2014
Executive directors
Stephen Hodges	32,322	64,643	96,965
Jonathan Howell	27,285	54,569	81,854
Elizabeth Lee	13,992	27,984	41,976
Preben Prebensen	35,890	71,779	107,669

Other PDMRs
Martin Andrew	3,498	3,498	6,996
Tazim Essani	12,243	12,243	24,486
Rebekah Etherington	6,996	6,996	13,992

Long Term Incentive Plan Awards

This award entitles each of the following to call at any time between 30 September 2017 and 29 September 2018 at their option, at nil cost, for the shares listed below subject to achievement of certain performance conditions. The numbers of Shares stated are the maximum available to each director or other PDMR on satisfaction, in full, of the performance targets for the LTIP. The performance targets for the 2014 LTIP award are the same as those described above for the 2014 SMP.These entitlements will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following LTIP awards have been granted to the executive directors and other PDMRs on 30 September 2014:

	Number of LTIP Shares awarded 2014
Executive directors
Stephen Hodges	59,466
Jonathan Howell	52,470
Elizabeth Lee	27,984
Preben Prebensen	69,960

Other PDMRs
Martin Andrew	20,988
Tazim Essani	17,490
Rebekah Etherington	17,490
Julian Palfreyman	10,494

In summary:

1. the beneficial interests in the ordinary share capital of the Company of those executive directors and other PDMRs who have been granted Deferred Annual Bonus Plan, Share Matching Plan and Long Term Incentive Plan awards prior to these awards being made were:

	Interest in Company shares prior to these awards	Outstanding Deferred Annual Bonus share awards prior to this award	Outstanding Share Matching Plan share awards prior to this award	Outstanding Long Term Incentive Plan share awards prior to this award
Executive directors
Stephen Hodges	618,549	75,605	329,856	270,801
Jonathan Howell	263,596	29,105	264,786	259,577
Elizabeth Lee	36,358	-	75,207	112,830
Preben Prebensen	560,219	42,801	515,214	333,240

Other PDMRs
Martin Andrew	79,821	4,408	-	63,267
Tazim Essani	35,866	-	69,488	87,696
Rebekah Etherington	20,957	-	41,062	76,734
Julian Palfreyman	44,290	23,662	-	52,618

2. the beneficial interests in the ordinary share capital of the Company of those executive directors and other PDMRs following the making of the awards detailed above on 30 September 2014 are:

	Interest in Company shares at 2 October 2014	Deferred Annual Bonus share awards at 2 October 2014	Share Matching Plan share awards at 2 October 2014	Long Term Incentive Plan share awards at 2 October 2014
Executive directors
Stephen Hodges	618,549 (0.42%)	107,927	426,821	330,267
Jonathan Howell	263,596 (0.18%)	53,242	346,640	312,047
Elizabeth Lee	36,358 (0.02%)	-	117,183	140,814
Preben Prebensen	560,219 (0.38%)	78,691	622,883	403,200

Other PDMRs
Martin Andrew	79,821 (0.05%)	4,408	6,996	84,255
Tazim Essani	35,866 (0.02%)	-	93,974	105,186
Rebekah Etherington	20,957 (0.01%)	-	55,054	94,224
Julian Palfreyman	44,290 (0.03%)	23,662	-	63,112