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5 Apr 2012 16:45
5 April 2012
Notification of Transactions of Persons Discharging Managerial Responsibilities
Cookson Group plc
2012 LTIP Plan - Purchase of Investment Shares and Performance and Matching Share Awards
In accordance with the rules of the Cookson Group Long-Term Incentive Plan (the "Plan"), the executive Directors were eligible to invest all or part of their Annual Incentive payments (post associated tax and social security liabilities) in shares in the Company ("Investment Shares") in return for which they were granted an award of Matching Shares. In this regard, Messrs Butterworth, Salmon and Wanecq purchased the following ordinary shares in Cookson Group plc on 4 April 2012 in London:
Executive Director | Number of Investment Shares acquired | Percentage of issued class acquired | Price per share | Value of Investment Shares acquired |
M G Butterworth | 8,140 | 0.003% | £7.088985 | £57,704 |
N R Salmon | 6,720 | 0.002% | £7.088985 | £47,638 |
F C Wanecq | 7,856 | 0.003% | £7.088985 | £55,691 |
In accordance with the rules of the Plan, the executive Directors, Messrs Butterworth, Salmon and Wanecq, have received their annual awards of Performance Shares (equivalent in value to their respective base annual salaries) and also received awards of Matching Shares in respect of the Investment Shares they purchased with their 2011 Annual Incentive payments. Mr Butterworth and Mr Salmon's awards were in the form of nil-cost options, which will normally be exerciseable subject to the achievement of the applicable performance conditions, three years after their award, and then remain exercisable until the fifth anniversary of their award. Mr Wanecq's awards were in the form of share allocations which will normally vest subject to the achievement of the applicable performance conditions three years after their award.
The Performance Shares and Matching Shares were awarded to the executive Directors today, 5 April 2012, based upon the mid-market closing price for shares in Cookson on 4 April 2012, of £6.895.The awards were as follows:
Executive Director | Performance Shares | Matching Shares |
M G Butterworth | 48,464 | 39,525 |
N R Salmon | 78,332 | 32,630 |
F C Wanecq | 79,619 | 32,475 |
Awards of Performance and Matching Shares under the Plan will normally vest on or shortly after the third anniversary of the award date. The proportion of an award that vests will be subject to the attainment of certain performance conditions relating to the performance of the Company over the three financial years to which the award relates, as set out in the 2010 Annual Report, save that the EPS vesting criteria are based on threshold vesting if 2014 Headline EPS exceeds 85 pence with maximum vesting at 105 pence.
Following the transactions detailed in above, the interests of the executive Directors in the shares of the Company are as follows:-
Shareholdings:
Executive Director | Shareholdings prior to this notification | Total shareholdings following notification | Total percentage holding following notification |
M G Butterworth | 440,483 | 448,623 | 0.16% |
N R Salmon | 883,864 | 890,584 | 0.32% |
F C Wanecq | 1,137,460 | 1,145,316 | 0.41% |
Awards under Deferred Share Bonus Plan:
Director | Grant Date | Type of award | Share Award Outstanding as at 05/04/12 | Vesting date |
N R Salmon | 01/04/11 | Deferred Shares | 38,211 | 01/04/14 |
Summary of Awards under Long-Term Incentive Plan:
2010 and 2011 Awards
Executive Director | Grant Date | Type of award | Share Awards outstanding as at 05/04/12 | Performance period | Vesting date (subject to performance) |
M G Butterworth | 07/04/10 | Performance Shares | 54,522 | 01/01/10-31/12/12 | 07/04/13 |
Matching Shares | 52,556 | 01/01/10-31/12/12 | 07/04/13 | ||
01/04/11 | Performance Shares Matching Shares | 48,464 91,234 | 01/01/11-31/12/13 01/01/11-31/12/13 | 01/04/14 01/04/14 | |
N R Salmon | 07/04/10 | Performance Shares | 89,843 | 01/01/10-31/12/12 | 07/04/13 |
Matching Shares | 86,605 | 01/01/10-31/12/12 | 07/04/13 | ||
01/04/11 | Performance Shares Matching Shares | 78,332 133,192 | 01/01/11-31/12/13 01/01/11-31/12/13 | 01/04/14 01/04/14 | |
F C Wanecq | 07/04/10 | Performance Shares | 93,327 | 01/01/10-31/12/12 | 07/04/13 |
Matching Shares | 61,761 | 01/01/10-31/12/12 | 07/04/13 | ||
01/04/11 | Performance Shares Matching Shares | 78,656 176,367 | 01/01/11-31/12/13 01/01/11-31/12/13 | 01/04/14 01/04/14 | |
2012 Awards
Executive Director | Grant Date | Type of award | New Share Awards 05/04/12 | Market Price of shares on day before award (04/04/12) | Performance period | Vesting date (subject to performance) |
M G Butterworth | 05/04/12 | Performance Shares | 48,464 | £6.895 | 01/01/12-31/12/14 | 05/04/15 |
Matching Shares | 39,525 | £6.895 | 01/01/12-31/12/14 | 05/04/15 | ||
N R Salmon | 05/04/12 | Performance Shares | 78,332 | £6.895 | 01/01/12-31/12/14 | 05/04/15 |
Matching Shares | 32,630 | £6.895 | 01/01/12-31/12/14 | 05/04/15 | ||
F C Wanecq | 05/04/12 | Performance Shares | 79,619 | £6.895 | 01/01/12-31/12/14 | 05/04/15 |
Matching Shares | 32,475 | £6.895 | 01/01/12-31/12/14 | 05/04/15 |
Richard Malthouse
Group Secretary
Cookson Group plc
165 Fleet Street
London EC4A 2AE
Tel: +44 (0) 20 7822 0000
Fax: +44 (0) 20 7822 0100
Web: www.cooksongroup.co.uk
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