St. James's Place Director/PDMR Shareholding

 
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: [phone]

End

View source version on businesswire.com: http://www.businesswire.com/news/home/20170328006257/en/

 
This information is provided by Business Wire 
 
 

(END) Dow Jones Newswires

March 28, 2017 13:08 ET (17:08 GMT)