STJ: St. James's Place: Director/PDMR Shareholding UK Regulatory Announcement LONDON St. James’s Place plc (“SJP”) SJP was notified on 4 April 2013 of the following changes in SJP shares held by the executive Directors and Persons Discharging Managerial Responsibility (“PDMRs”) named below. Deferred Bonus Scheme As previously notified, the trustees of SJP's Deferred Bonus Scheme transferred SJP shares to the executive Directors and PDMRs named below in March 2010 relating to bonuses earned in respect of the 2009 financial year and which were invested in SJP shares and held in trust subject to forfeiture for a period of three years. On 2 April 2013 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 SJP shares in column 2 of the table below on 2 April 2013 at a price of 511.4348 pence per share. Column 3 sets out the additional number of SJP shares sold at 511.4348 pence per share. Column 4 sets out the number of SJP shares retained by each Director/PDMR as a result of this exercise. 1 2 3 4 Number of SJP shares Number of Number of Number of Name of no longer subject to shares sold additional SJP shares Director forfeiture to meet tax shares sold retained liability David 89,990 46,795 43,195 - Bellamy Andrew Croft 67,757 35,234 16,306 16,217 Ian 67,757 35,234 32,523 - Gascoigne David Lamb 59,287 30,907 - 28,380 1 2 3 4 Number of SJP Number of Number of Number of Name of PDMR shares no longer shares sold additional SJP shares subject to to meet tax shares sold retained forfeiture liability Adrian 32,723 17,059 - 15,664 Batchelor Michael Blunt 26,179 13,614 12,565 - Tony Dunk 32,098 16,733 - 15,365 Peter Edwards 37,897 19,707 18,190 - Hugh Gladman 32,723 17,016 15,707 - Mike 31,328 16,291 15,037 - Gravestock Sonia 28,296 14,714 13,582 - Gravestock Andrew 10,455 5,437 5,018 - Humphries Ian MacKenzie 10,798 5,615 5,183 - Iain Rayner 12,271 6,381 5,890 - Bill Tonks 35,370 18,393 16,977 - SJP Performance Share Plan 2005 (“PSP”) linked Company Share Option Plan 2010 (“CSOP”) The award of shares allocated to executive Directors and PDMRs in March 2010 was designated a CSOP-linked award, whereby individuals were granted a nil-cost unapproved option pursuant to the PSP and a linked HMRC-approved CSOP share option. The Directors/PDMRs listed below exercised the linked CSOP awards on 2 April 2013 with an exercise price of 255 pence per share and their PSP award has automatically lapsed in respect of the number of shares equal in value to the gain realised upon exercise of the linked CSOP awards. Column 1 sets out the number of shares acquired as a result of the exercise of the linked CSOP award on 2 April 2013, and column 2 sets out the number of SJP shares sold on 2April 2013 at 511.4348 pence per share by the executive Directors and PDMRs and their Connected Persons, where relevant, following transfer from the Director/PDMR. Column 3 sets out the number of shares that have lapsed under the PSP award as as a result of this exercise and Column 4 sets out the number of PSP award shares retained under the linked PSP award. 1 2 3 4 Number of SJP Number of Number of SJP Number of shares that shares Name of shares acquired SJP shares have lapsed retained under Director on exercise of sold under the the linked PSP CSOP option linked PSP award award David Lamb 10,199 6,099 5,114 185,285 Connected - 4,100 - - Person 1 2 3 4 Number of SJP Number of Number of SJP Number of shares that shares Name of PDMR shares acquired SJP have lapsed retained under on exercise of shares under the the linked PSP CSOP option sold linked PSP award award Adrian 8,000 4,000 4,012 39,337 Batchelor Connected - 4,000 - - Person Mike 4,156 4,156 2,084 39,990 Gravestock Ian MacKenzie 10,199 4,144 5,114 9,547 Connected - 4,144* - - Person Iain Rayner 3,599 - 1,304 15,270 Connected - 3,599 - - Person * 1,911 shares were retained following this exercise. PDMR - Exercise of share options held under the SJP Executive Share Option Scheme 2000 ("ESOS") and sale of shares On 4 April 2013, PDMR Tony Dunk notified SJP that on 2 April 2013 he exercised an option under the ESOS with an exercise price of 178.5 pence per share and acquired 6,374 SJP shares on exercise. Of these 6,374 shares, Mr Dunk sold 3,187 shares on 2 April 2013 at a price of 511.4348 pence per share. The remaining 3,187 shares were subsequently transferred to a Connected Person and were also sold on 2 April 2013 at a price of 511.4348 pence per share. Connected Person – Exercise of share options and sale of shares On 4 April 2013 executive Director Andrew Croft notified SJP that on 2 April 2013, a Connected Person exercised an option to acquire 20,000 ordinary 15p shares in SJP under the SJP Partner Share Option Scheme 2000 with an exercise price of 236 pence per ordinary share and exercised a further option to acquire 20,000 ordinary 15p shares in SJP under the SJP Partner Share Option Scheme 2000 with an exercise price of 328 pence per ordinary share, and as a result, acquired on exercise 40,000 ordinary SJP shares. The Connected Person subsequently sold 3,850 ordinary SJP shares on 2 April 2013 at a price of 511.4348 pence per ordinary share. Current holdings The table below sets out the current holdings of the said Directors and PDMRs in SJP ordinary 15p shares after the above transactions: Name of Director Number of SJP shares held David Bellamy 1,281,209 Andrew Croft 748,677 Ian Gascoigne 638,527 David Lamb 415,003 Name of PDMR Number of SJP shares held Adrian Batchelor 274,507 Michael Blunt 135,056 Tony Dunk 395,776 Peter Edwards 92,985 Hugh Gladman 222,534 Mike Gravestock 384,937 Sonia Gravestock 384,937 Andrew Humphries 20,860 Ian MacKenzie 51,538 Iain Rayner 23,467 Bill Tonks 161,903 (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. (ii) The interests of the Directors and PDMRs set out above include deferred bonus scheme awards held in trust for the Directors and PDMRs which have not yet vested and are subject to forfeiture. With the exception of the changes notified in this announcement, the Directors’/PDMRs’ holdings of SJP shares are unchanged. This notification is made in accordance with Disclosure and Transparency Rule 3.1.4R(1)(a). End Contact: St. James's Place
STJ: St. James's Place: Director/PDMR Shareholding
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