Director/PDMR Shareholding

RNS Number : 4616W

Grainger PLC

31 January 2012

ISIN Number: GB00B04V1276

Dear Sirs

Grainger plc Director / PDMR Shareholdings

Grainger plc ('The Company') announces that pursuant to The Grainger 2007 Long-Term Incentive Plan ('LTIP') and following an assessment of the performance conditions by its Remuneration Committee, 16% of the awards conditionally granted on 23 December 2008 vested on 24 January 2012 and that the details in respect of the following Executive Directors are as follows:-

Executive Director	Share Award 23 December 2008
	Shares Vesting	Shares Lapsed
Andrew Cunningham	149,936	784,682

Peter Couch	82,668	432,634

Arrangements are in hand to transfer the shares that are vesting from the Grainger Employee Benefits Trust to the Executive Directors.

The company further announces the following sales of ordinary shares by the above directors of the company.

	Date	Shares Sold	Price
Andrew Cunningham	27 January 2012	78,000	102.48p

Peter Couch	30 January 2012	43,200	98.2p

The total shareholdings of the above directors after these transactions is: -

Executive Director	Holding following notification	Percentage holding following notification
Andrew Cunningham	1,190,899	0.29%

Peter Couch	164,460	0.04%

Following the vesting of the share awards referred to above the details of the total outstanding conditional share awards for the executive directors under the LTIP are as set out below: -

Award Date	Andrew Cunningham	Peter Couch	Nick Jopling	Mark Greenwood
	Ordinary shares of 5p each (thousands)
09 Dec 09	577	-	-	-
29 Sept 10	-	-	306	240
26 Nov 10	800	365	383	285
02 Dec 11	751	342	363	268

	2128	707	1052	793

The performance criteria for these awards are as follows:-

For LTIP awards granted before 30 September 2010, one third are subject to an absolute total shareholder return performance condition measured over three years from the date of grant and two thirds are subject to annual growth in NNNAV measured over three years from the date of grant.

NNNAV Performance Conditions (66.67%)	Percentage of the NNNAV proportion of an award which will vest
Less than or equal to average weighted average cost of capital ("WACC")	0%
Equal to average WACC + 3%	100%
Between average WACC and average WACC + 3%	Pro rata on a straight-line basis between 0% and 100%.

TSR Performance Conditions (33.33%)	Percentage of the TSR proportion of an award which will vest
TSR being less than or equal to 8% compounded per annum, equivalent to 25.97% growth in total over the TSR performance period.	0%
TSR being equal to or greater than 16% compounded per annum, equivalent to 56.09% growth in total over the TSR performance period.	100%
Between 8% compounded per annum and 16% compounded per annum.	Between 0% and 100% pro rata on a straight-line basis.

For LTIP awards granted after 30 September 2010 one-half are subject to an absolute total shareholder return from the date of grant and one-half are subject to annual growth in NNNAV compared to the growth in the Halifax and Nationwide House Price indexes all measured from the date of grant.


NNNAV Performance Conditions (50%)		Percentage of the NNNAV proportion of an award which will vest
Where growth in NNNAV over three year period exceeds the average of the Halifax and Nationwide indices by a factor of:
Less than 1.5		Nil
Between 1.5 & 3		Pro rata vesting
Greater than 3		100%

TSR Performance Conditions (50%)	Percentage of the TSR proportion of an award which will vest
TSR being less than or equal to 5% compounded per annum, equivalent to 15.76% growth in total over the TSR performance period.	Nil
TSR being equal to or greater than 15% compounded per annum, equivalent to 52.08% growth in total over the TSR performance period.	100%
Between 5% compounded per annum and 15% compounded per annum.	Between 0% and 100% pro rata on a straight-line basis.