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Last checked at 
13 Oct 2022 16:15
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)
|
| |||||||||
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)
|
| |||||||||
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)
|
| |||||||||
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)
|
| ||||||
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)
|
| |||||||||
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)
|
| |||||||||
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)
|
| ||||||
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)
|
| ||||||
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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