Director/PDMR Shareholding

26th Nov 2009 17:57



Close Brothers Group plc

Notification of transactions by directors and persons discharging managerial responsibilities

Close Brothers Group plc ("the Company") notify the following changes in the interests in the ordinary shares ("Shares") of the executive directors and persons discharging managerial responsibilities ("PDMRs") arising from the New Long Term Incentive Plan ("New LTIP").

On 18 November 2009, options to acquire Shares at nil cost ("Awards") were granted under the New LTIP to the following executive directors and PDMRs, as set out below. The numbers of Shares stated are the maximum available to each director or PDMR on satisfaction, in full, of the performance targets described below.

	Number of Shares awarded
Executive directors
Preben Prebensen	135,967
Stephen Hodges	105,339
Jonathan Howell	103,049
PDMRs
Martin Andrew	66,374
Rebekah Etherington	31,309
Tazim Essani	35,781
Elizabeth Lee	44,726
Julian Palfreyman	46,158

Vesting of these Awards will be conditional on the achievement of distinct performance targets established at the start of the performance period. For this initial award one third of each Award will be subject to a requirement that the growth in the Company's adjusted earnings per share over the performance period must exceed the rate of inflation over that period by 3% with maximum vesting at 10%.  A further one third of the Award will be subject to a further target based on the Company's total shareholder return (that is to say, share price growth plus re-invested dividends) over the performance period being at least 10% with maximum vesting at 20%. The relevant part of a participant's award will lapse if the Company's performance is below the lower level; 25% will vest at the lower level and 100% at the top level. For performance between the two levels, the Award will vest on a sliding scale.

The remaining third of the Award will be subject to a target which is based on a number of long term business improvement goals (strategic clarity, people, capital and balance sheet management, risk/compliance and financial KPIs) which focus on integrating the Company's operations, improving efficiency and processes and improving the Company's scalability. 25% of this part of the Award will vest at threshold performance, with 100% vesting at exceptional performance and no vesting at below threshold performance.

The Company's Remuneration Committee reserves the right to make a payment in cash or in Shares to participants on the vesting of their Awards equivalent to the amount of dividends they would have been entitled to receive during the performance period in respect of those Shares that vest

The number of Shares awarded was determined by the average of the middle market quotations (as derived from the Official list) on the five business days immediately preceding the grant date, being 699 pence.

The beneficial interests in the ordinary share capital of the Company of those executive directors and PDMRs granted deferred share awards above are:

	Shareholding prior to award	New LTIP awards prior to award
Executive directors
Preben Prebensen	75,135 (0.01%)	-
Stephen Hodges	693,469 (0.48%)	-
Jonathan Howell	15,664 (0.01%)	-
PDMRs
Martin Andrew	-	-
Rebekah Etherington	-	-
Tazim Essani	-	-
Elizabeth Lee	-	-
Julian Palfreyman	4,913 (0.01%)	-

	Shareholding as at  26 November 2009	New LTIP share awards as at 26 November 2009
Executive directors
Preben Prebensen	75,135 (0.01%)	135,967
Stephen Hodges	693,469 (0.48%)	105,339
Jonathan Howell	15,664 (0.01%)	103,049
PDMRs
Martin Andrew	-	66,374
Rebekah Etherington	-	31,309
Tazim Essani	-	35,781
Elizabeth Lee	-	44,726
Julian Palfreyman	4,913 (0.01%)	46,158

In accordance with 9.4.3R of the Listing Rules, full details of the Share awards will be disclosed in the Company's 2010 Annual Report.

Elizabeth Lee

Company Secretary

26 November 2009

020 7655 3100

ENDRDSILFEDLILRFIA

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Close Bros