Close Brothers Group PLC

Director's Dealing • Oct 13, 2022

National Storage Mechanism | Additional information

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

Identification code

Ordinary Shares of 25p each

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

- 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

Identification code

Ordinary Shares of 25p each

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

- 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

Identification code

Ordinary Shares of 25p each

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

- 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

Identification code

Ordinary Shares of 25p each

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

- 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

Identification code

Ordinary Shares of 25p each

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

- 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

Identification code

Ordinary Shares of 25p each

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

- 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

Identification code

Ordinary Shares of 25p each

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

- 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

Identification code

Ordinary Shares of 25p each

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

- 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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