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

Close BrothersAnnouncement

01/10/2015 18:10

RNS Number : 9995A
Close Brothers Group PLC
01 October 2015
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 29 September 2015. A share price of 1,493.4p 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 2015 on or around 16 October 2015.
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 29 September 2016 and 28 September 2019. 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 and other PDMRs on 29 September 2015: 

Number of DAB Shares awarded 2015
Executive directors

Stephen Hodges
31,338
Jonathan Howell
22,433
Preben Prebensen
33,213


Other PDMR

Martin Andrew
3,349
These DAB awards may be called in the following amounts and during the specified call periods :

Call period 
29 September 2016 - 
28 September 2017
Call period 
29 September 2017 - 
28 September 2018
Call period 
29 September 2018 - 
28 September 2019
Executive directors



Stephen Hodges
20,758
5,290
5,290
Jonathan Howell
16,406
3,013
3,014
Preben Prebensen
22,856
5,178
5,179




Other PDMR



Martin Andrew
1,116
1,116
1,117
Share Matching Plan Share Awards
This award entitles each of the following to call at any time between 29 September 2018 and 28 September 2019 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 29 September 2015:

Number of Invested Shares awarded 2015
Number of Matching Shares awarded 2015
Total number of SMP Shares awarded 2015
Executive directors



Stephen Hodges
30,937
61,874
92,811
Jonathan Howell
26,785
53,570
80,355
Elizabeth Lee
13,393
26,786
40,179
Preben Prebensen
35,356
70,712
106,068




Other PDMRs



Rebekah Etherington
6,697
6,697
13,394
Philip Yarrow
18,080
18,080
36,160
Long Term Incentive Plan Awards
This award entitles each of the following to call at any time between 29 September 2018 and 28 September 2019 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 2015 LTIP award are the same as those described above for the 2015 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 29 September 2015:

Number of LTIP Shares awarded 2015
Executive directors

Stephen Hodges
56,918
Jonathan Howell
50,221
Elizabeth Lee
26,785
Preben Prebensen
66,962


Other PDMRs

Martin Andrew
20,089
Tazim Essani
16,741
Rebekah Etherington
16,741
Robert Sack
10,045
Philip Yarrow
10,045
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
776,616 
81,997
283,450
215,045
Jonathan Howell
263,596
43,551
214,538
201,601
Elizabeth Lee
54,917
-
88,813
94,173
Preben Prebensen
700,048 
64,439
411,551
261,411





Other PDMRs




Martin Andrew
90,890
2,223
6,996
64,058
Tazim Essani
36,774
-
66,622
67,873
Rebekah Etherington
29,162
-
32,208
61,576
Robert Sack
-
-
-
-
Philip Yarrow
48
-
-
27,150
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 29 September 2015 are:

Interest 
in Company 
shares at 
30 September 2015
Deferred 
Annual Bonus 
share awards at 
30 September 2015
Share 
Matching Plan 
share awards at 
30 September 2015 
Long Term Incentive Plan share awards at 
30 September 2015 
Executive directors




Stephen Hodges
776,616 (0.52%)
113,335
376,261
271,963
Jonathan Howell
263,596 (0.18%)
65,984
294,893
251,822
Elizabeth Lee
54,917 
(0.04%)
-
128,992
120,958
Preben Prebensen
700,048 (0.47%)
97,652
517,619
328,373





Other PDMRs




Martin Andrew
90,890 
(0.06%) 
5,572
6,996
84,147
Tazim Essani
36,774
(0.03%)
-
66,622
84,614
Rebekah Etherington
29,162
(0.02%)
-
45,602
78,317
Robert Sack
- 
-
-
10,045
Philip Yarrow
48
(N/A %)
-
36,160
37,195
Name of authorised official of issuer responsible for making notification
John Hudspith
Deputy Company Secretary
Close Brothers Group plc 
Date of notification 1 October 2015

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