TIDMSTJ
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.
Name of Director Number of SJP ordinary 15p shares awarded
David Bellamy 33,682
Andrew Croft 24,344
Ian Gascoigne 24,344
David Lamb 24,344
Name of PDMR Number of SJP ordinary 15p shares awarded
Jonathan McMahon 13,672
Tony Dunk 9,314
Peter Edwards 13,339
Ian MacKenzie 13,339
Iain Rayner 13,339
Craig Gentle 9,431
Graham Coxell 11,425
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 GBP10.53 per share.
Name of Director Number of linked CSOP Options
David Bellamy 379
Andrew Croft 379
Ian Gascoigne 379
David Lamb 379
Name of PDMR Number of linked CSOP Options
Peter Edwards 1,515
Iain Rayner 379
Graham Coxell 2,849
The grant of nil cost options under the terms of the PSP over
the number of SJP shares are set out below:
Name of Director Number of SJP ordinary 15p shares subject to PSP award
David Bellamy 96,296
Andrew Croft 71,405
Ian Gascoigne 71,405
David Lamb 71,405
Name of PDMR Number of SJP ordinary 15p shares subject to PSP award
Jonathan McMahon 20,892
Tony Dunk 10,541
Peter Edwards 20,892
Ian MacKenzie 20,892
Iain Rayner 20,892
Craig Gentle 23,741
Graham Coxell 16,714
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 GBP8.44 per share. The option is exercisable
between 1 May 2020 and 31 October 2020:
Name of PDMR Number of SJP shares under option
Craig Gentle 1,066
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 GBP10.51 per share, in return for
GBP1,800 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.
Name of Director Number of SJP ordinary 15p shares
awarded under the SIP*
Andrew Croft 188
Ian Gascoigne 188
Name of PDMR Number of SJP ordinary 15p shares
awarded under the SIP*
Craig Gentle 188
Peter Edwards 188
Ian MacKenzie 188
Tony Dunk 188
* 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 GBP8.51 and GBP5.15 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
GBP10.53 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.
1 2 3 4
Name of Number of SJP Number of SJP Number of SJP Number of
PDMR shares shares sold options options
acquired that have lapsed retained
on exercise of under the linked under the
CSOP option PSP award linked
PSP award
Iain Rayner 3,054 2,767 584 287
Ian 3,828 0 979 3,828
MacKenzie
Jonathan 3,523 3,523 674 0
McMahon
Peter 1,476 1,476 283 0
Edwards
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 GBP10.53
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 GBP10.53, and Column 4 sets out the number of
SJP shares retained.
1 2 3 4
Name of Number of SJP Number of SJP Number Number of SJP
PDMR shares shares sold of additional shares
exercised to meet tax SJP shares sold retained
liability
Peter 16,628 7,867 8,761 0
Edwards
Iain Rayner 14,448 6,827 3,804 3,817
Jonathan 16,707 7,904 8,803 0
McMahon
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 GBP10.53 per share. Column 3 sets out
the additional number of SJP shares sold at GBP10.53 per share.
Column 4 sets out the number of shares retained by each
Director/PDMR as a result of this exercise.
1 2 3 4
Name Number of SJP Number Number Number of SJP
of Director shares of SJP of additional shares
no longer shares SJP shares sold retained
subject to sold to meet
forfeiture tax
liability
and
associated
costs
David 33,924 15,994 0 17,930
Bellamy
Andrew 24,556 11,597 6,471 6,488
Croft
Ian 24,556 11,613 12,943 0
Gascoigne
David Lamb 24,556 11,613 12,943 0
1 2 3 4
Name of PDMR Number of SJP Number of SJP Number Number of SJP
shares shares sold of shares
no longer to meet tax additional retained
subject to liability SJP shares
forfeiture sold
Tony Dunk 10,753 4,753 0 6,000
Peter Edwards 11,669 5,524 6,145 0
Iain Rayner 10,567 4,994 2,782 2,791
Ian MacKenzie 10,521 4,963 0 5,558
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:
Name of Director Number of SJP shares held
David Bellamy 1,306,891
Andrew Croft 942,389
Ian Gascoigne 739,749
David Lamb 501,623
Name of PDMR Number of SJP shares held
Tony Dunk 417,451
Peter Edwards 90,536
Ian MacKenzie 71,953
Jonathan McMahon 40,261
Iain Rayner 63,488
Craig Gentle 9,619
Graham Coxell 312,378
(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
End
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(END) Dow Jones Newswires
March 28, 2017 13:08 ET (17:08 GMT)
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