St James's Place Regulatory News (STJ)

28 Mar 2017 18:08

St. James’s Place plc (“SJP”)

SJP was notified on 28 March 2017 of the following changes in SJP shares held by the Executive Directors and Persons Discharging Managerial Responsibilities (“PDMRs”).

Award of SJP Shares under the SJP Deferred Bonus Scheme (“DBS”)

On 27 March 2017, SJP awarded the following ordinary 15p shares under the DBS to the Executive Directors and PDMRs.

Under the scheme rules, the SJP shares are held for a three-year restricted period which will end on 27 March 2020. Until that date, the shares are subject to forfeiture, for example if the Executive Director or PDMR leaves SJP.

Award of SJP Performance Share Plan 2014 (“PSP”) and linked Company Share Option Plan 2010 (“CSOP”)

The following Executive Directors and PDMRs were awarded a CSOP-linked award whereby they were granted a nil-cost unapproved option pursuant to the PSP and a linked HMRC-approved CSOP share option with an exercise price of £10.53 per share.

The grant of nil cost options under the terms of the PSP over the number of SJP shares are set out below:

The awards under the PSP vest in three years and are exercisable from 27 March 2020 to 27 March 2023, subject to the achievement of prescribed performance targets over a three-year performance period that commenced on 1 January 2017 and will end on 31 December 2019. Two thirds of an award will be dependent on growth in adjusted earnings per share and one third on total shareholder return. Further details of the performance conditions are set out in the SJP Report & Accounts. The linked PSP awards automatically lapse down in respect of the number of shares equal in value to the gain of the corresponding CSOP linked award.

Sharesave Share Option Scheme

On 23 March 2017, the PDMR named below were granted an option under the SJP Sharesave Share Option Scheme 2010 to acquire the number of ordinary shares of 15p each in SJP set out below at an exercise price of £8.44 per share. The option is exercisable between 1 May 2020 and 31 October 2020:

Award of SJP Shares under the SJP 2010 Share Incentive Plan (“SIP”)

On 24 March 2017, SJP awarded the number of SJP ordinary 15p shares under the SIP to the Executive Directors and PDMRs set out in the table below, at a price of £10.51 per share, in return for £1,800 being deducted from their pre-tax salary. The shares will be held by an employee benefit trust (ACS HR Solutions UK Limited) on behalf of the Executive Directors and PDMRs named below for a minimum period of three years from the date of award.

* Includes Partnership and Matching Shares

SJP Performance Share Plan 2005 (“PSP”) and linked Company Share Option Plan 2010 (“CSOP”)

In March 2014, the following PDMRs, Iain Rayner, Ian McKenzie, Jonathan McMahon and Peter Edwards were awarded a CSOP-linked award, whereby they were granted a nil-cost unapproved option pursuant to the PSP and a linked HMRC-approved CSOP share option. These PDMRs exercised the linked CSOP award on 27 March 2017 with an exercise price of £8.51 and £5.15 per share and, as a result, their linked PSP awards automatically lapsed in respect of the number of shares equal in value to the gain realised upon exercise of the linked CSOP award.

Column 1 sets out the number of SJP shares acquired as a result of the exercise of the linked CSOP award on 27 March 2017, and column 2 sets out the number of SJP shares sold on 27 March 2017 at £10.53 per share by these PDMRs. Column 3 sets out the number of shares that have lapsed under the linked PSP award as a result of these exercises, and Column 4 sets out the number of PSP award shares retained under the linked PSP awards.

The PDMRs exercised nil cost unapproved PSP awards on 27 March 2017.

Column 1 sets out the number of SJP shares exercised, column 2 sets out the number of SJP shares sold on 27 March 2017 at £10.53 per share by the PDMRs in order to settle income tax and National Insurance liabilities, column 3 sets out the number of additional SJP shares sold at £10.53, and Column 4 sets out the number of SJP shares retained.

SJP Deferred Bonus Scheme (“DBS”)

As previously notified the trustees of SJP's Deferred Bonus Scheme transferred SJP shares to the Executive Directors and PDMRs named below on 26 March 2014 relating to bonuses earned in respect of the 2013 financial year and which were invested in SJP shares and held in trust subject to forfeiture for a period of three years. On 27 March 2017 the shares became no longer subject to forfeiture and income tax and National Insurance liabilities became payable. In order to settle the tax liability, the Directors and PDMRs sold the number of shares in column 2 of the table below on 27 March 2017 at a price of £10.53 per share. Column 3 sets out the additional number of SJP shares sold at £10.53 per share. Column 4 sets out the number of shares retained by each Director/PDMR as a result of this exercise.

Mr MacKenzie transferred 8,418 SJP shares by way of gift to a Connected Person on 27 March 2017*.

Mr MacKenzie sold 8,000 SJP shares at a discount to the Market price to the Charitable Aid Foundation.

Mr Dunk transferred 6,000 SJP shares by way of gift to family members.

Current Holdings

The table below sets out the current holdings of the said Executive Directors and PDMRs in SJP ordinary shares after the above transactions:

(i) \* The interests of the Directors and PDMRs include those of their Connected Persons as defined in section 96B(2) of the Financial Services and Markets Act. The Connected Person of Ian MacKenzie is Janet Anderson-MacKenzie.

(ii) The interests of the Directors and PDMRs include deferred bonus scheme awards held in trust for the Directors and PDMRs which have not yet vested and are subject to forfeiture.

This notification is made in accordance with Article 19(3) of Regulation (EU) No 596/2014 (Market Abuse Regulation).

Liz Kelly, Company Secretary, Tel: +44 (0)1285 878205

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