REG - Close Bros Grp PLC - Director/PDMR Shareholding
13/10/2022 16:15
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RNS Number : 8464C Close Brothers Group PLC 13 October 2022
Close Brothers Group plc
Notification of transactions by
persons discharging managerial responsibilities
in Ordinary shares of the Company of 25p each (Shares)
Close Brothers Group plc (the "Company") notifies that on 11 October 2022,
share awards under the Company's Omnibus Share Incentive Plan (the "Plan")
were granted to the executive directors and other persons discharging
managerial responsibilities ("PDMRs") noted below under the deferred annual
bonus plan ("DAB") and long term incentive plan ("LTIP").
External factors have resulted in significant market volatility over the past
fortnight, resulting in a decline in the value of Close Brothers shares. The
Remuneration Committee therefore decided, supported by the Executive
Directors, to scale back the number of LTIP shares granted to all recipients,
in order to mitigate the risk of windfall gains at the point of vesting, as a
result of this market related decline in the Close Brothers share price.
Instead of granting LTIP awards in line with the Company's standard approach
(being the average share price for the five business days following the
Company's preliminary results announcement on 27 September 2022, which would
have resulted in a grant price of £9.23) the share price at the year-end of
£11.10 was used to determine the number of LTIP shares granted.
The usual share price of £9.23 per share was applied to determine the number
of shares awarded under the deferred annual bonus plan.
Deferred Annual Bonus Plan Share Awards
These awards entitle participants to call for specified amounts of their award
shares at their option and at nil cost at any time during defined one year
periods between 11 October 2023 and 11 October 2025.
Long Term Incentive Plan Awards
These awards entitle participants to call at any time between 11 October 2027
and 11 October 2028 at their option, at nil cost, for their award shares
subject to achievement of certain performance conditions.
35% of the LTIP award will be subject to a target based on the Company's
average return on equity over the performance period being at least 10% per
annum, with maximum vesting at 18% per annum. For performance between the two
levels, the award will vest on a sliding scale.
A further 35% 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 10% over that period with maximum vesting at 30% over that period. The
relevant part of a participant's award will lapse if the return on equity
and/or adjusted earnings per share 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 30% of the LTIP award will be subject to a measure which is
based on risk management objectives.
The following notifications, made pursuant to Article 19(3) of the Market
Abuse Regulation, provide further details.
Name of authorised official of issuer responsible for making notification
Penny Thomas
Company Secretary
Close Brothers Group plc
13 October 2022
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Adrian Sainsbury
2 Reason for the notification
a) Position/status Group Chief Executive
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Deferred Annual Bonus ('DAB')
2. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. DAB Nil 26,799
2. LTIP Nil 104,730
d) Aggregated information
- Aggregated volume 131,529
- Price Nil
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
131,529
Nil
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mike Morgan
2 Reason for the notification
a) Position/status Group Finance Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Deferred Annual Bonus ('DAB')
2. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. DAB Nil 16,137
2. LTIP Nil 63,064
d) Aggregated information
- Aggregated volume 79,201
- Price Nil
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
79,201
Nil
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Neil Davies
2 Reason for the notification
a) Position/status Chief Executive Officer Commercial
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Deferred Annual Bonus ('DAB')
2. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. DAB Nil 4,875
2. LTIP Nil 15,766
d) Aggregated information
- Aggregated volume 20,641
- Price Nil
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
20,641
Nil
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Rebekah Etherington
2 Reason for the notification
a) Position/status Group Head of Human Resources
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. LTIP Nil 27,028
d) Aggregated information N/A - Single transaction
- Aggregated volume
- Price
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - Single transaction
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Rebecca McNeil
2 Reason for the notification
a) Position/status Chief Executive Officer Retail
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Deferred Annual Bonus ('DAB')
2. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. DAB Nil 542
2. LTIP Nil 20,271
d) Aggregated information
- Aggregated volume 20,813
- Price Nil
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
20,813
Nil
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Frank Pennal
2 Reason for the notification
a) Position/status Chief Executive Officer Property
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Deferred Annual Bonus ('DAB')
2. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. DAB Nil 10,834
2. LTIP Nil 22,523
d) Aggregated information
- Aggregated volume 33,357
- Price Nil
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
33,357
Nil
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Robert Sack
2 Reason for the notification
a) Position/status Group Chief Risk Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. LTIP Nil 27,028
d) Aggregated information
N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Angela Yotov
2 Reason for the notification
a) Position/status Group General Counsel
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Close Brothers Group plc
b) LEI 213800W73SYHR14I3X91
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 25p each
Identification code
GB0007668071
b) Nature of the transaction 2022 share awards under the Company's Omnibus Share Incentive Plan:
1. Long Term Incentive Plan ('LTIP')
c) Price(s) and volume(s)
Award(s) Price(s) Volume(s)
1. LTIP Nil 18,019
d) Aggregated information
N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 11 October 2022
f) Place of the transaction Outside of a trading venue
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
11 October 2022
f)
Place of the transaction
Outside of a trading venue
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