31st Aug 2006 17:45
Low & Bonar PLC31 August 2006 NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIALRESPONSIBILITY OR CONNECTED PERSONS This form is intended for use by an issuer to make a RIS notification requiredby DR 3.1.4R(1). (1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. (2) An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24. (3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. (4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. Please complete all relevant boxes in block capital letters. 1. Name of the issuer LOW & BONAR PLC 2. State whether the notification relates to (i) a transaction notified inaccordance with DR 3.1.4R(1)(a); or (ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (asextended by section 328) of the Companies Act 1985; or (iii) both (i) and (ii) (i) 3. Name of person discharging managerial responsibilities/director MR STEVE GOOD (PDMR) 4. State whether notification relates to a person connected with a persondischarging managerial responsibilities/director named in 3 and identify theconnected person PERSON NAMED IN 3 5. Indicate whether the notification is in respect of a holding of the personreferred to in 3 or 4 above or in respect of a non-beneficial interest IN RESPECT OF PERSON REFERRED TO IN 3 ABOVE 6. Description of shares (including class), debentures or derivatives orfinancial instruments relating to shares ORDINARY 25 PENCE SHARES - (LTIP AWARD - SEE BELOW) 7. Name of registered shareholders(s) and, if more than one, the number ofshares held by each of them N/A 8. State the nature of the transaction LONG-TERM INCENTIVE AWARD MADE UNDER THE LOW & BONAR 2003 LONG-TERM INCENTIVEPLAN 9. Number of shares, debentures or financial instruments relating to sharesacquired N/A 10. Percentage of issued class acquired (treasury shares of that class shouldnot be taken into account when calculating percentage) N/A 11. Number of shares, debentures or financial instruments relating to sharesdisposed N/A 12. Percentage of issued class disposed (treasury shares of that class shouldnot be taken into account when calculating percentage) N/A 13. Price per share or value of transaction N/A 14. Date and place of transaction AWARD GRANTED ON 30 AUGUST 2006 15. Total holding following notification and total percentage holding followingnotification (any treasury shares should not be taken into account whencalculating percentage) NIL ORDINARY SHARES HELD 16. Date issuer informed of transaction 30 AUGUST 2006 If a person discharging managerial responsibilities has been granted options bythe issuer complete the following boxes 17 Date of grant 30 AUGUST 2006 18. Period during which or date on which it can be exercised THE AWARD WILL VEST AT NIL COST ON 30 AUGUST 2009 SUBJECT TOTHE SATISFACTION OF PERFORMANCE CONDITIONS (SEE BELOW) 19. Total amount paid (if any) for grant of the option NIL 20. Description of shares or debentures involved (class and number) 116,949 ORDINARY 25 PENCE SHARES 21. Exercise price (if fixed at time of grant) or indication that price is to befixed at the time of exercise N/A 22. Total number of shares or debentures over which options held followingnotification 10,053 options granted under the Low & Bonar 1997 Sharesave Scheme at 93 pence155,707 shares awarded under 2003 LTIP on 1 March 2004. (The number of sharesawarded is subject to adjustment as a result of the recent rights issue. This is subject to approval by the Company's auditor andthe Inland Revenue).116,949 shares awarded under 2003 LTIP on 30 August 2006Total = 282,709, subject to adjustment. 23. Any additional information The earliest date on which Mr Good will normally become beneficially entitledto the Shares is 30 August 2009, which is the third anniversary of the date onwhich the award was granted. No Shares will vest unless performance targets relating to the Company's totalshareholder return ("TSR") performance and earnings per share ("EPS") growth aremet, in each case measured over a three year period. TSR performance will bemeasured over the three year period commencing 30 August 2006, whilst EPS willbe measured over the three year period commencing 1 December 2005. For the TSRtarget, the Company's TSR performance will be ranked against the TSR performanceof the constituent members of the FTSE Small Cap Total Return Index. An equalnumber of Shares in Mr Good's award will be subject to the TSR and EPSelements. For the award of 116,949 shares: (a) no part of the TSR element will vest if the Company's TSR ranking againstthe comparator group is less than median. At median, 25% of the Shares underthis element will vest. This element will vest in full for upper quartileperformance, with straight line vesting for performance between median and upperquartile points; and (b) no part of the EPS element will vest unless the Company's compound annualEPS growth over the three year period is more than 4% per annum above the RetailPrice Index (RPI). For a compound annual EPS growth of 4% per annum above RPI25% of shares under this element will vest. This element will vest in full forcompound annual EPS growth of 9% per annum above RPI, with straight line vestingfor compound annual EPS growth between 4% and 9% per annum above RPI. 24. Name of contact and telephone number for queries Amanda Whalley, Company Secretary, 020 7535 3180 Name and signature of duly authorised officer of issuer responsible for makingnotification Amanda Whalley, Company Secretary Date of notification 31 August 2006 END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
LWB.L