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

NatwestAnnouncement

10/03/2020 16:55

RNS Number : 6731F
  
Royal Bank of Scotland Group PLC
  
10 March 2020
  
 

10 March 2020
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 long term incentive (LTI) or deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214), have been granted on 9 March 2020 under the RBS 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-
 



Name of PDMR


Award


Position of PDMR


Maximum no. of
Shares eligible to vest




Vanessa Bailey


LTI


Chief Risk Officer, NatWest Holdings


411,451




Robert Begbie


Deferred 


Interim CEO, NatWest Markets


258,626
 




Helen Cook


LTI


Chief HR Officer


529,008




Peter Flavel


Deferred 


CEO, Private Banking


288,016
 




Bruce Fletcher


LTI


Chief Risk Officer, RBS Group


499,618




Andrew McLaughlin


LTI


CEO, RBS International


446,718




Simon McNamara


LTI


Chief Administrative Officer


587,786




Les Matheson


LTI


CEO, Personal Banking


587,786




Katie Murray


LTI


Chief Financial Officer


646,565




Alison Rose


LTI


Chief Executive Officer


881,679




John-Paul Thwaite


Deferred 


CEO, Commercial Banking


199,848
 



 
The market price per Share used on the grant of the above awards was £1.701. The above transactions took place outside of a trading venue.  
 
LTI 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, LTI awards will be eligible to vest between the years 2023 and 2027.  Deferred awards will be eligible to vest between the years 2020 and 2027.
 
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, for relevant PDMRs, if events are under investigation at the end of the seven year period. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.  
 
 
2.  The Company announces that conditional LTI and deferred awards, including buy-outs, over Shares vested on 9 March 2020 to the PDMRs set out below. The awards were granted under the Plan between March 2015 and March 2019. 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


Award


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


LTI


36,318


17,071


19,247




Deferred 


12,693


5,966


6,727




Robert Begbie


Interim CEO, NatWest Markets


LTI


23,922


11,484


12,438




Deferred 


64,200


30,818


33,382




Helen Cook


Chief HR Officer


LTI


19,368


9,104


10,264




Deferred 


9,320


4,381


4,939




Peter Flavel


CEO, Private Banking


LTI


29,824


14,018


15,806




Deferred 


41,278


19,402


21,876




Bruce Fletcher


Chief Risk Officer, RBS Group


Buy-out


68,033


31,976


36,057




Andrew McLaughlin1


CEO, RBS International


LTI


44,855


-


44,855




Deferred 


80,466


-


80,466




Simon McNamara


Chief Administrative Officer


LTI


352,008


168,965


183,043




Les Matheson


CEO, Personal Banking


LTI


336,483


161,513


174,970




Katie Murray


Chief Financial Officer


LTI


9,143


4,298


4,845




Deferred 


61,307


28,816


32,491




Alison Rose


Chief Executive Officer


LTI


422,920


198,774


224,146




John-Paul Thwaite


CEO, Commercial Banking


LTI


8,865


4,167


4,698




Deferred 


47,799


22,467


25,332




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 market price used to meet associated tax liabilities was £1.409. The above transactions took place outside of a trading venue.  
 
Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months. For Mr Fletcher's awards, 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.
 
 
3.   The Company announces that Shares were delivered to PDMRs on 9 March 2020, as set out below.  The Shares delivered represent payment of a fixed share allowance for the three month period ending 31 March 2020 and have been calculated using a share price of £1.701.
 
The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-
            
 



Name of PDMR


Position of PDMR


No. of Shares delivered


No. of Shares withheld to satisfy associated tax liability


No. of Shares retained




Vanessa Bailey


Chief Risk Officer, NatWest Holdings


36,737


17,267


19,470




Helen Cook


Chief HR Officer


18,001


8,461


9,540




Peter Flavel


Chief Executive Officer, Private Banking


33,084


15,550


17,534




Bruce Fletcher


Chief Risk Officer


44,084


20,720


23,364




Andrew McLaughlin1


CEO, RBS International


22,042


-


22,042




Simon McNamara


Chief Administrative Officer


47,758


22,924


24,834




Les Matheson


CEO, Personal Banking


44,084


21,161


22,923




John-Paul Thwaite


CEO, Commercial Banking


33,063


15,540


17,523




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 market price used to determine the number of Shares withheld to meet associated tax liabilities was £1.409.  The above transactions took place outside of a trading venue.  Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three year period.
 
4.   The Company announces that the PDMR set out below has purchased Shares on the date and at the price indicated:-
 



Name of PDMR


Position of PDMR


No. of Shares purchased


Purchase price


Date of transaction




Patrick Flynn


Non-executive director


20,000


£1.476


10 March 2020



 
The transaction took place on the London Stock Exchange (XLON).
 
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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