Gb Group Regulatory News (GBG)

GB Group PLC

("GBG" or the "Company")

Notification of Directors' Interests

The Company announces that Richard Law and Dave Wilson (GBGroup's Chief Executive Officer and Group Finance & Operations Director, respectively), have today notified the Company that they have exercised options over a total of 720,889ordinary shares of 2.5p each in the Company ("Ordinary Shares"). Having sold a proportion of the shares they retain a total of 110,000 of the Ordinary Shares exercised. Both of the directors also purchased a total of 121,190 Ordinary Shares whilst Dave Wilson and his wife also disposed of a total of 62,539 Ordinary Shares to make use of capital losses and CGT allowances.

The exercise of the options detailed above is in accordance with the rules of the GBGroup's Share Matching Scheme (the "Scheme"). Under the Scheme, the executive directors and certain senior managers have the annual opportunity to elect to invest up to 20% of their annual salary and up to 80% of their annual bonus in Ordinary Shares at market price. Subject to their continued employment, the retention of these shares and the meeting of a demanding financial performance target, the investment will be matched on a gross basis by matching shares issued at an exercise price of 2.5p per share.

The principle qualification for vesting of the options detailed above was a growth in earnings per share ("EPS") of at least 25% per annum compound over 3 financial years. The actual compound growth in EPS over the period was 34.7% per annum. The Scheme requires that the options are exercised within 1 year of vesting. The options vested on 1 June 2014 when the Group's annual results for the year ended 31 March 2015 were announced.

As detailed above, a proportion of the Ordinary Shares exercised were sold at a price of £2.0525 to cover the exercise costs incurred and tax liabilities arising in respect of the exercise of these options and also compensation for an element of the salary and bonus which was sacrificed in previous years to participate in the Scheme.

The shares that were purchased and sold by the Executives were at a price of £2.0525 per share.

More specifically:

(i) In relation to Mr Law, he exercised options over a total of 469,825 Ordinary Shares and purchased a total of 78,590 Ordinary Shares.

Following this notification, Mr Law has:

· a beneficial holding of 2,018,320 Ordinary Shares (which represents 1.67% of the issued share capital of the Company); and

· options over a maximum of 1,398,416 Ordinary Shares .

(ii) In relation to Mr Wilson, he exercised options over a total of 251,064 Ordinary Shares, (retaining 110,000 Ordinary Shares) purchased a total of 121,190 Ordinary Shares and sold a total of 62,539 Ordinary Shares.

Following this notification, Mr Wilson has:

· a beneficial holding of 314,032 Ordinary Shares (which represents 0.26% of the issued share capital of the Company); and

· options over a maximum of 793,282 Ordinary Shares .

-Ends-

For further information, please contact: