Close Brothers Group PLC

Director's Dealing • Oct 10, 2017

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RNS Number : 2112T

Close Brothers Group PLC

10 October 2017

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 3 October 2017, 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").  A share price of 1,459p per share has been applied to determine the number of shares awarded under each of the plans.

At the Company's Annual General Meeting to be held on 16 November 2017, shareholders will be asked to approve the Company's updated Directors' Remuneration Policy set out in the Company's Annual Report 2017 (the "Updated Remuneration Policy"). If the Updated Remuneration Policy is approved, shareholders will then be asked to approve updates to the Plan rules to give effect to the Updated Remuneration Policy.

The DAB awards noted below have been made under the existing Plan rules whilst the LTIP awards noted below have been made under the updated Plan rules which the Company's shareholders will be asked to approve at the AGM.  The LTIP awards are conditional on the approval of the updated Plan rules by shareholders at the AGM. 

Full details of the Updated Remuneration Policy can be found on pages 74 to 81 of the Company's Annual Report 2017 which is available on its website at:

www.closebrothers.com/investor-relations/investor-information/results-reports-and-presentations

A summary of the proposed changes to the Close Brothers Omnibus Share Incentive Plan to give effect to the Updated Remuneration Policy will be included in the Notice of Annual General Meeting which is to be posted to shareholders on or around 12 October and will be made available on the Company's website at:

https://www.closebrothers.com/investor-relations/shareholder-information/annual-general-meeting

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 3 October 2018 and 2 October 2021. 

These entitlements will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

Long Term Incentive Plan Awards

These awards entitle participants to call at any time between 3 October 2022 and 2 October 2023 at their option, at nil cost, for their award shares subject to achievement of certain performance conditions. 

The number of shares shown in the individual notifications below is the maximum available to each director or other PDMR on satisfaction, in full, of the performance targets for the LTIP.  For this award, 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 12% per annum, with maximum vesting at 20% per annum.  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% per annum over that period with maximum vesting at 30% 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 30% of the LTIP 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.  40% of this part of the Award will vest at satisfactory performance, with 100% vesting at exceptional performance and no vesting at below unsatisfactory performance.

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 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

John Hudspith

Deputy Company Secretary

Close Brothers Group plc                              

10 October 2017

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

Preben Prebensen

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

2017 share awards under the Company's Omnibus Share Incentive Plan:

1.   Deferred Annual Bonus ('DAB')

2.   Long Term Incentive Plan ('LTIP'), conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
1.   DAB	£14.59	64,031
2.   LTIP	£14.59	129,541

d)

Aggregated information

- Aggregated volume

- Price

193,572

£14.59

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

Jonathan Howell

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

2017 share awards under the Company's Omnibus Share Incentive Plan:

1.   Deferred Annual Bonus ('DAB')

3.   Long Term Incentive Plan ('LTIP'), conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
1.   DAB	£14.59	47,204
2.   LTIP	£14.59	93,352

d)

Aggregated information

- Aggregated volume

- Price

140,556

£14.59

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

Elizabeth Lee

2

Reason for the notification

a)

Position/status

Group Head of Legal & Regulatory Affairs

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

2017 Long Term Incentive Plan ('LTIP') share award, conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
LTIP	£14.59	47,979

d)

Aggregated information

- Aggregated volume

- Price

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

Tazim Essani

2

Reason for the notification

a)

Position/status

Group Head of Corporate Development

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

2017 Long Term Incentive Plan ('LTIP') share award, conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
LTIP	£14.59	23,990

d)

Aggregated information

- Aggregated volume

- Price

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

Philip Yarrow

2

Reason for the notification

a)

Position/status

Winterflood 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

2017 Long Term Incentive Plan ('LTIP') share award, conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
LTIP	£14.59	23,990

d)

Aggregated information

- Aggregated volume

- Price

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

Martin Andrew

2

Reason for the notification

a)

Position/status

Asset Management 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

2017 share awards under the Company's Omnibus Share Incentive Plan:

1.   Deferred Annual Bonus ('DAB')

2.   Long Term Incentive Plan ('LTIP'), conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
1.   DAB	£14.59	4,570
2.   LTIP	£14.59	27,417

d)

Aggregated information

- Aggregated volume

- Price

31,987

£14.59

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

2017 share awards under the Company's Omnibus Share Incentive Plan:

1.   Deferred Annual Bonus ('DAB')

2.   Long Term Incentive Plan ('LTIP'), conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
1.   DAB	£14.59	2,399
2.   LTIP	£14.59	23,990

d)

Aggregated information

- Aggregated volume

- Price

26,389

£14.59

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

2017 share awards under the Company's Omnibus Share Incentive Plan:

1.   Deferred Annual Bonus ('DAB')

2.   Long Term Incentive Plan ('LTIP'), conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
1.   DAB	£14.59	2,399
2.   LTIP	£14.59	23,990

d)

Aggregated information

- Aggregated volume

- Price

26,389

£14.59

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

Banking Managing 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

2017 share awards under the Company's Omnibus Share Incentive Plan:

1.   Deferred Annual Bonus ('DAB')

2.   Long Term Incentive Plan ('LTIP'), conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
1.   DAB	£14.59	17,136
2.   LTIP	£14.59	51,406

d)

Aggregated information

- Aggregated volume

- Price

68,542

£14.59

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

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

Banking Chief Financial 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

2017 Long Term Incentive Plan ('LTIP') share award, conditional on the approval of updated Plan rules by shareholders at the AGM.

c)

Price(s) and volume(s)

Award(s)	Price(s)	Volume(s)
LTIP	£14.59	29,130

d)

Aggregated information

- Aggregated volume

- Price

e)

Date of the transaction

3 October 2017

f)

Place of the transaction

Off market

This information is provided by RNS

The company news service from the London Stock Exchange

END

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