REG - Close Bros Grp PLC - Director/PDMR Shareholding <Origin Href="QuoteRef">CBRO.L</Origin>

Close BrothersAnnouncement

29/10/2014 07:41

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 inflationby 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
Name of authorised official of issuer responsible for making notification:
John Hudspith
Deputy Company Secretary
Close Brothers Group plc 
Date of notification:
2 October 2014

This information is provided by RNS
The company news service from the London Stock Exchange
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