REG - Royal Bk Scot.Grp. - Director/PDMR Shareholding

NatwestAnnouncement

11/03/2019 15:00

RNS Number : 4937S
Royal Bank of Scotland Group PLC
11 March 2019
 


11 March 2019
The Royal Bank of Scotland Group plc
 
 
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE EU MARKET ABUSE REGULATION 596/2014
 
1.  The Royal Bank of Scotland Group plc (the Company) announces that conditional deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214) vested on 7 March 2019 to the PDMRs set out below. The conditional deferred awards were granted under the RBS 2014 Employee Share Plan (the Plan) between March 2016 and March 2018. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-
 



Name of PDMR


Position of PDMR


No. of Shares vested


No. of Shares withheld to satisfy associated tax liability


No. of vested Shares retained




Vanessa Bailey


Chief Risk Officer, NatWest Holdings


45,915


21,581


24,334




Helen Cook


Chief HR Officer


26,486


12,450


14,036




Andrew McLaughlin1


CEO, RBS International


87,920


Nil


87,920




Katie Murray


Chief Financial Officer


45,655


21,459


24,196




1. The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority.



 
The above transactions took place outside of a trading venue.  The market price used to meet associated tax liabilities was £2.605. Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months.
 
2.    The Company announces that conditional deferred awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below:- 
 



Name of PDMR


Position of PDMR


Maximum no. of
Shares eligible to vest




Bruce Fletcher


Chief Risk Officer, RBS Group


273,038




Andrew McLaughlin


CEO, RBS International


189,610




Katie Murray


Chief Financial Officer


272,613



 
The above transactions took place outside of a trading venue.  The market price per Share used on the grant of the above awards was £2.637. Awards will be eligible to vest between years 2019 and 2026.  Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period, for relevant PDMRs. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period. 
 
3.    The Company announces that conditional long term incentive awards over Shares vested on 7 March 2019 to the PDMRs set out below.  The conditional long term incentive awards were granted under the Plan in March 2015 (or as otherwise stated).  The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-
 



Name of PDMR


Position of PDMR


No. of Shares vested


No. of Shares withheld to satisfy associated tax liability


No. of Shares retained




Vanessa Bailey


Chief Risk Officer, NatWest Holdings


18,075


8,496


9,579




Helen Cook


Chief HR Officer


9,002


4,231


4,771




Bruce Fletcher2


Chief Risk Officer, RBS Group


132,705


62,466


70,239




Les Matheson


CEO, Personal Banking


91,169


43,762


47,407




Ross McEwan


Chief Executive


185,549


87,209


98,340




Andrew McLaughlin3


CEO, RBS International


26,859


986


25,873




Simon McNamara


Chief Administrative Officer


102,109


49,013


53,096




Alison Rose


CEO, Commercial & Private Banking


98,463


46,278


52,185




2 The PDMR's awards were granted on 7 November 2018 to replace awards which the PDMR had forfeited on leaving HSBC and were announced on 9 November 2018.




3 The PDMR became Jersey tax resident shortly after the date of the award.  Accordingly only a very small amount of the award is subject to UK tax withholding by the employer.  The remainder of the award is subject to Jersey income tax which will be paid by the PDMR directly to the Jersey tax authority.



 
With the exception of Mr Fletcher's awards:
·     the above transactions took place outside of a trading venue;  
·     the market price used to meet associated tax liabilities was £2.605; and 
·     Shares retained after payment of associated tax liabilities are subject to a six month retention period from vesting.
 
For Mr Fletcher's awards:
·     the vesting took place on the London Stock Exchange (XLON);
·     a market price of £2.620 was used to meet associated tax liabilities; and 
·     vested Shares, after payment of associated tax liabilities, will be subject to retention periods of between six and thirty months, in line with the original terms of his forfeited HSBC awards.
 
     
4.    The Company announces that conditional long term incentive awards over Shares have been granted on 7 March 2019 under the Plan to the PDMRs set out below.  The awards were subject to a pre-grant performance assessment and a further performance assessment will take place at the end of three years. Subject to this pre-vest assessment, awards will be eligible to vest between years 2022 and 2026.  Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years if events are under investigation at the end of the seven year period. 
 
 



Name of PDMR


Position of PDMR


Maximum no. of
Shares eligible to vest




Vanessa Bailey


Chief Risk Officer, NatWest Holdings


284,415




Mark Bailie


CEO, Bó


511,946




Helen Cook


Chief HR Officer


312,856




Chris Marks


CEO, NatWest Markets


568,829




Les Matheson


CEO, Personal Banking


417,141




Ross McEwan


Chief Executive


625,712




Simon McNamara


Chief Administrative Officer


417,141




Alison Rose


CEO, Commercial & Private Banking


568,829




David Wheldon


Chief Marketing Officer


246,493



 
The above transactions took place outside of a trading venue.  The market price per Share used on the grant of the above awards was £2.637. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.
 
Legal Entity Identifier: 2138005O9XJIJN4JPN90
 
For further information contact:-
 
RBSG Investor Relations

Alexander Holcroft

Head of Investor Relations

+44(0)20 7672 1758
 
RBSG Media Relations 
+44(0)131 523 4205
 
 




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