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BROOKS MACDONALD GROUP PLC
Director's Dealing • Oct 4, 2022
7534_dirs_2022-10-04_e400fb3b-f804-49e7-a037-f24770b36d19.html
Director's Dealing
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National Storage Mechanism | Additional information 
RNS Number : 7357B
Brooks Macdonald Group PLC
04 October 2022
Brooks Macdonald Group PLC
(the "Company")
Director/PDMR Shareholding
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") in accordance with the UK Market Abuse Regulations.
On 30 September 2022 Andrew Shepherd, Chief Executive Officer of the Company, purchased 2,103 shares in the Company at a price of 1882.5p per share.
On 30 September 2022, the Company granted pursuant to the 2018 Brooks Macdonald Long Term Incentive Plan (the "Plan") nil price options (the "LTIP Awards") over the ordinary shares of 1 pence each in the Company (the "Shares") to the following PDMRs:
| PDMR | Number of Shares Over Which LTIP Awards are Granted |
| Robin Eggar | 2,552 |
| Richard Hughes | 2,552 |
The Plan has been established to retain and incentivise key executives in order to deliver sustainable growth and in addition to align further the interests of those executives with those of shareholders.
Vesting of Awards
The LTIP Awards will vest and become exercisable in full subject to both the following performance conditions being met:
i) the maintenance of a satisfactory risk, compliance, governance and internal control environment; and
ii) a Remuneration Committee assessment that the value being delivered on vesting is commensurate with the underlying financial performance of the Company over the three-year vesting period.
Further the LTIP Awards are also subject to continued employment and malus and clawback provisions.
Holding period
The LTIP Awards shall be subject to a compulsory, holding period of a further two years from the date the award vests and becomes exercisable.
Timetable
The LTIP Awards is expected to vest and become exercisable from 30 September 2025, following the announcement of the Company's results for the year ended 30 June 2025 and the holding period restriction is expected to expire on 30 September 2027.
On 30 September 2022, the Company granted pursuant to the Plan nil price options (the "DBP Awards") over Shares to the following PDMRs under the Company's Deferred Bonus Plan:
| PDMR | Number of Shares Over Which Awards are Granted |
| Andrew Shepherd | 8,905 |
| Ben Thorpe | 7,792 |
| Lynsey Cross | 6,456 |
| Robin Eggar | 4,252 |
| Richard Hughes | 3,657 |
The DBP Awards vest and become exercisable in three equal tranches on 30 September 2023, 30 September 2024 and 30 September 2025. There are no performance conditions or holding periods associated with the DBP Awards.
As at today's date, these Awards together represent 0.22% of the total voting rights of the Company.
On 30 September 2022, awards over 7,001 shares made under the Plan in 2019 vested to Ben Thorpe, Chief Financial Officer. Following the vesting, a total of 3,379 of the Shares were sold at a price of 1882.5p per share to meet the income tax and National Insurance liabilities due as a result of the vesting, as set out in the table below.
| Scheme | No. of share awards vesting | No. of shares sold to cover tax and other liabilities |
No. of shares retained |
| LTIP 2019 | 7,001 | 3,379 | 3,622 |
To satisfy the awards, Shares were transferred from the Brooks Macdonald Employee Benefit Trust (the "EBT"). The Company was notified by JTC Employer Solutions Trustee Limited, as trustees of the EBT, that following this transfer the EBT now holds 588,077 Shares, representing 3.63% of the Company's total voting rights.
ANNEX
The notification below, made in accordance with the UK Market Abuse Regulations, provides further details:
| 1. | Details of the person discharging managerial responsibilities / person closely associated | ||
| (a) | Name | Andrew Shepherd | |
| 2. | Reason for the notification | ||
| (a) | Position/status | CEO | |
| (b) | Initial notification /Amendment | Initial notification | |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| (a) | Name | Brooks Macdonald Group plc | |
| (b) | LEI | 213800WRDF8LB8MIEX37 | |
| 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 1 pence each BRK ISIN GB00B067N833 |
|
| (b) | Nature of the transaction | Purchase of ordinary shares of 1p each in the Company | |
| (c) | Price(s) and volume(s) | Price(s) 1882.5p |
Volume(s) 2,103 |
| (d) | Aggregated information | Aggregated volume: 2,103 Aggregated price: 1882.5p |
|
| Date of the transaction | 30 September 2022 | ||
| Place of the transaction | The London Stock Exchange |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Robin Eggar |
| 2. | Reason for the notification | |
| (a) | Position/status | Managing Director, Head of UK Investment Management |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 |
Options over ordinary shares of 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of a nil price options over the ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 2,552 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Richard Hughes |
| 2. | Reason for the notification | |
| (a) | Position/status | CEO International |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 |
Options over ordinary shares of 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 2,552 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Andrew Shepherd |
| 2. | Reason for the notification | |
| (a) | Position/status | CEO |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 |
Options over ordinary shares of 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 8,905 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Ben Thorpe |
| 2. | Reason for the notification | |
| (a) | Position/status | 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 | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 |
Options over ordinary shares of 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 7,792 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Lynsey Cross |
| 2. | Reason for the notification | |
| (a) | Position/status | Chief Operating Officer |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 |
Options over ordinary shares of 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 6,456 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Robin Eggar |
| 2. | Reason for the notification | |
| (a) | Position/status | Managing Director, Head of UK Investment Management |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 |
Options over ordinary shares of 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 4,252 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Richard Hughes |
| 2. | Reason for the notification | |
| (a) | Position/status | CEO International |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 |
Options over ordinary shares of 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over the ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 3,657 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Ben Thorpe |
| 2. | Reason for the notification | |
| (a) | Position/status | 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 | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 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 1pence each BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Sale of shares to cover income tax, National Insurance and transaction liabilities due on vesting of LTIP awards granted under the 2018 Brooks Macdonald Long Term Incentive Scheme. |
| (c) | Price(s) and volume(s) | Volume: 3,379 Price(s): 1882.5p |
| (d) | Aggregated information | Aggregated volume: 3,379 Aggregated price: 1882.5p |
| Date of the transaction | 30 September 2022 | |
| Place of the transaction | The London Stock Exchange |
Enquiries:
| Brooks Macdonald Group PLC | |
| Andrew Shepherd, CEO | +44 (0)20 7659 3492 |
| Ben Thorpe, Chief Financial Officer | +44 (0)20 7659 3492 |
| Peel Hunt LLP | |
| Paul Shackleton / John Welch | +44 (0)20 7418 8900 |
LEI: 213800WRDF8LB8MIEX37
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