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10 Oct 2017 12:16
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)
|
| |||||||||
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)
|
| |||||||||
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)
|
| ||||||
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)
|
| ||||||
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)
|
| ||||||
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)
|
| |||||||||
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)
|
| |||||||||
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)
|
| |||||||||
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)
|
| |||||||||
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)
|
| ||||||
d)
| Aggregated information
- Aggregated volume
- Price
|
| ||||||
e)
| Date of the transaction
| 3 October 2017 | ||||||
f)
| Place of the transaction
| Off market | ||||||
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