10 Mar 2020 16:51
10 March 2020
The Royal Bank of Scotland Group plc
INITIAL NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) IN ACCORDANCE WITH ARTICLE 19 OF THE EU MARKET ABUSE REGULATION 596/2014
1. The Royal Bank of Scotland Group plc (the Company) announces that conditional long term incentive (LTI) or deferred awards over ordinary shares of £1 each in the Company (Shares) (ISIN: GB00B7T77214), have been granted on 9 March 2020 under the RBS 2014 Employee Share Plan (the Plan) to the PDMRs set out below:-
Name of PDMR | Award | Position of PDMR | Maximum no. of Shares eligible to vest |
Vanessa Bailey | LTI | Chief Risk Officer, NatWest Holdings | 411,451 |
Robert Begbie | Deferred | Interim CEO, NatWest Markets | 258,626
|
Helen Cook | LTI | Chief HR Officer | 529,008 |
Peter Flavel | Deferred | CEO, Private Banking | 288,016
|
Bruce Fletcher | LTI | Chief Risk Officer, RBS Group | 499,618 |
Andrew McLaughlin | LTI | CEO, RBS International | 446,718 |
Simon McNamara | LTI | Chief Administrative Officer | 587,786 |
Les Matheson | LTI | CEO, Personal Banking | 587,786 |
Katie Murray | LTI | Chief Financial Officer | 646,565 |
Alison Rose | LTI | Chief Executive Officer | 881,679 |
John-Paul Thwaite | Deferred | CEO, Commercial Banking | 199,848
|
The market price per Share used on the grant of the above awards was £1.701. The above transactions took place outside of a trading venue.
LTI awards were subject to a pre-grant performance assessment and a further performance assessment will take place at the end of three years. Subject to this pre-vest assessment, LTI awards will be eligible to vest between the years 2023 and 2027. Deferred awards will be eligible to vest between the years 2020 and 2027.
Malus provisions will apply up until vest and clawback provisions will apply for a period of seven years from the date of grant, extended to ten years, for relevant PDMRs, if events are under investigation at the end of the seven year period. Vested Shares retained after payment of associated tax liabilities will be subject to a twelve month retention period.
2. The Company announces that conditional LTI and deferred awards, including buy-outs, over Shares vested on 9 March 2020 to the PDMRs set out below. The awards were granted under the Plan between March 2015 and March 2019. The number of Shares withheld to meet associated tax liabilities arising on vesting and the number of vested Shares retained by each PDMR is set out below:-
Name of PDMR | Position of PDMR | Award | No. of Shares vested | No. of Shares withheld to satisfy associated tax liability | No. of vested Shares retained |
Vanessa Bailey | Chief Risk Officer, NatWest Holdings | LTI | 36,318 | 17,071 | 19,247 |
Deferred | 12,693 | 5,966 | 6,727 | ||
Robert Begbie | Interim CEO, NatWest Markets | LTI | 23,922 | 11,484 | 12,438 |
Deferred | 64,200 | 30,818 | 33,382 | ||
Helen Cook | Chief HR Officer | LTI | 19,368 | 9,104 | 10,264 |
Deferred | 9,320 | 4,381 | 4,939 | ||
Peter Flavel | CEO, Private Banking | LTI | 29,824 | 14,018 | 15,806 |
Deferred | 41,278 | 19,402 | 21,876 | ||
Bruce Fletcher | Chief Risk Officer, RBS Group | Buy-out | 68,033 | 31,976 | 36,057 |
Andrew McLaughlin1 | CEO, RBS International | LTI | 44,855 | - | 44,855 |
Deferred | 80,466 | - | 80,466 | ||
Simon McNamara | Chief Administrative Officer | LTI | 352,008 | 168,965 | 183,043 |
Les Matheson | CEO, Personal Banking | LTI | 336,483 | 161,513 | 174,970 |
Katie Murray | Chief Financial Officer | LTI | 9,143 | 4,298 | 4,845 |
Deferred | 61,307 | 28,816 | 32,491 | ||
Alison Rose | Chief Executive Officer | LTI | 422,920 | 198,774 | 224,146 |
John-Paul Thwaite | CEO, Commercial Banking | LTI | 8,865 | 4,167 | 4,698 |
Deferred | 47,799 | 22,467 | 25,332 | ||
1. The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority. | |||||
The market price used to meet associated tax liabilities was £1.409. The above transactions took place outside of a trading venue.
Vested Shares retained after payment of associated tax liabilities will be subject to retention periods of between six and twelve months. For Mr Fletcher's awards, vested Shares, after payment of associated tax liabilities, will be subject to retention periods of between six and thirty months, in line with the original terms of his forfeited HSBC awards.
3. The Company announces that Shares were delivered to PDMRs on 9 March 2020, as set out below. The Shares delivered represent payment of a fixed share allowance for the three month period ending 31 March 2020 and have been calculated using a share price of £1.701.
The number of Shares delivered, the number of Shares withheld to meet associated tax liabilities and the number of Shares retained by each PDMR is as follows:-
Name of PDMR | Position of PDMR | No. of Shares delivered | No. of Shares withheld to satisfy associated tax liability | No. of Shares retained |
Vanessa Bailey | Chief Risk Officer, NatWest Holdings | 36,737 | 17,267 | 19,470 |
Helen Cook | Chief HR Officer | 18,001 | 8,461 | 9,540 |
Peter Flavel | Chief Executive Officer, Private Banking | 33,084 | 15,550 | 17,534 |
Bruce Fletcher | Chief Risk Officer | 44,084 | 20,720 | 23,364 |
Andrew McLaughlin1 | CEO, RBS International | 22,042 | - | 22,042 |
Simon McNamara | Chief Administrative Officer | 47,758 | 22,924 | 24,834 |
Les Matheson | CEO, Personal Banking | 44,084 | 21,161 | 22,923 |
John-Paul Thwaite | CEO, Commercial Banking | 33,063 | 15,540 | 17,523 |
1. The award was granted when the PDMR was resident in Jersey and therefore is taxable in Jersey only and not in the UK. No employer tax withholding is required under Jersey law. The Jersey income tax payable in respect of the vesting of the award will be paid by the PDMR directly to the Jersey tax authority. | ||||
The market price used to determine the number of Shares withheld to meet associated tax liabilities was £1.409. The above transactions took place outside of a trading venue. Shares retained after payment of associated tax liabilities will be held on behalf of PDMRs and will be released in instalments over a three year period.
4. The Company announces that the PDMR set out below has purchased Shares on the date and at the price indicated:-
Name of PDMR | Position of PDMR | No. of Shares purchased | Purchase price | Date of transaction |
Patrick Flynn | Non-executive director | 20,000 | £1.476 | 10 March 2020 |
The transaction took place on the London Stock Exchange (XLON).
Legal Entity Identifier: 2138005O9XJIJN4JPN90
For further information contact:-
RBSG Investor RelationsAlexander HolcroftHead of Investor Relations+44(0)20 7672 1758
RBSG Media Relations
+44(0)131 523 4205