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CNA: Centrica Plc: Director/PDMR Shareholding



  CNA: Centrica Plc: Director/PDMR Shareholding

UK Regulatory Announcement

LONDON

9 April 2013

                       Director and PDMR shareholdings

Centrica announces the following transactions in respect of its ordinary
shares of 6 14/81p each by its Executive Directors and other Persons
Discharging Managerial Responsibility (PDMRs), together ‘the Executives’.
Section 1 summarises the overall changes, indicating each Executive’s
shareholdings before and after the transactions reported in Sections 2 to 6.

Sections 2 and 3 relate to awards made on 6 April 2010 that have now completed
their performance and vesting periods. The forecast outcome of the Long Term
Incentive Scheme (LTIS) and the Deferred and Matching Share Scheme (DMSS)
matching awards was included in the 2012 Remuneration Report as part of the
2012 total remuneration received.

Sections 4 and 5 relate to awards being made that will vest in 2016, the value
of which is subject to share price movements and performance conditions. This
is part of the annual cycle of awards that are made in April of each year.
Section 6 relates to the exercise of Executive Options.

The Company was notified of these transactions on 9 April 2013, all of which
took place on the London Stock Exchange on 8 April 2013.

1) Interests in shares

The Executives’ interests in shares before and after all the reported
transactions are shown below.

                      As at 7 April 2013    As at 9 April 2013
Executive Directors   Interests in shares   Interests in shares*
Sam Laidlaw           2,521,331             3,149,446
Phil Bentley          2,219,448             2,092,703
Mark Hanafin          519,303               795,789
Nick Luff             647,207               1,093,324
Chris Weston          465,907               527,472
PDMRs                                        
Grant Dawson          572,107               719,438
Jill Shedden          147,912               226,504

* these include vested nil cost options as follows: Sam Laidlaw 643,444; Mark
Hanafin 267,349; Nick Luff 436,313; Grant Dawson 144,509; and, Jill Shedden
49,767.

2) Release, sale of shares and vested nil cost options from the Deferred and
Matching Share Scheme 2010 (DMSS)

On 8 April 2013 deferred and investment shares held under the terms of the
DMSS which were awarded on 6 April 2010 were transferred to Executives as
detailed below. In addition Matching shares under the DMSS vested as nil cost
options for all UK resident participants, and vested as conditional awards for
Chris Weston due to his overseas assignment.

The following table sets out the specific details of the release and disposals
under DMSS, which in respect of the latter includes sufficient shares to
settle 47% tax and National Insurance (NIC) withholding liability.

                    Total number of DMSS shares           Vested nil cost
Executive Directors released and sold, and DMSS           options remaining
                    matching nil cost options exercised
Sam Laidlaw         246,859                               553,869
Phil Bentley        436,973                               -
Mark Hanafin        107,644                               267,349
Nick Luff           114,084                               282,481
Chris Weston        394,388                               n/a
                                                                              
PDMRs                                                      
Grant Dawson        142,886                               69,800
Jill Shedden        18,293                                49,767

The share price on release and disposal of conditional shares was 369.28p and
for nil cost options was 372.04p.

3) Release, sale of shares and vested nil cost options from the Long Term
Incentive Scheme 2010 (LTIS)

On 8 April 2013, conditional shares and nil cost options in respect of awards
made under the terms of the LTIS on 6 April 2010 were transferred to
participants, including the Executives. In accordance with the terms of the
LTIS, 37.23% of the shares originally awarded in 2010 were released and the
remainder lapsed.

The following table sets out the specific details of the release and disposals
under LTIS, which in respect of the latter includes sufficient shares to
settle 47% tax and NIC withholding liability:

 

                 Vested nil cost options   Nil cost options   Vested nil cost
                 and conditional shares*   exercised/         options
                 released                  *shares sold       remaining

Executive
Directors
Sam Laidlaw      239,575                   150,000            89,575
Phil Bentley     160,137                   160,137            -
Mark Hanafin     145,006                   145,006            -
Nick Luff        153,832                   -                  153,832
Chris Weston*    147,568                   147,568            n/a
PDMRs                                                          
Grant Dawson     74,709                    -                  74,709
Jill Shedden     22,507                    22,507             -

The share price on release and disposal of conditional shares was 369.28p and
for nil cost options was 372.04p.

* Chris Weston received conditional shares due to his overseas assignment

4) Deferred and Matching Share Scheme 2013 (DMSS) awards

Consistent with previous practice on 8 April 2013 the Executives’ deferred
2012 Annual Incentive Scheme funds were used to purchase Centrica shares at
369.28p each and Deferred and Investment allocations were made under the terms
of the DMSS accordingly, together with conditional matching awards, as
follows:

                Total number of    Total number of          Number of
Executive       deferred shares    investment shares        conditional
Directors       acquired in DMSS   acquired in DMSS         matching options
                                                            awarded
Sam Laidlaw     112,616            118,914                  463,060
Phil Bentley    -                  -                        -
Mark Hanafin    36,891             79,890                   233,562
Nick Luff       48,985             74,903                   247,776
Chris Weston    49,283             54,296                   207,158
                                                                              
PDMRs                                                        
Grant Dawson    25,684             38,494                   128,356
Jill Shedden    18,418             28,700                   94,236

As disclosed in the 2012 Annual Report and Accounts the awards do not vest fo
r three years and the matching awards are subject to performance conditions.
The 2012 Annual Report and Accounts provides further detail on the operation
of the DMSS and related performance conditions.

Deferred and investment shares that are held for three years are matched, up
to a maximum of two shares for every one held, to the extent that a long-term
performance condition is met. The conditional matching shares shown above
represent the maximum potential award possible if all the performance criteria
are met at the end of the three-year performance period. As before, the
matching awards have been structured as nil-cost options and are exercisable
from the third to the tenth anniversary of grant.

5) Long Term Incentive Scheme 2013 (LTIS) awards

Consistent with prior years, on 8 April 2013 conditional awards were made
under the terms of the LTIS to the following Executives:

Executive Directors   Total number of conditional shares awarded
Sam Laidlaw           510,012
Phil Bentley          -
Mark Hanafin          308,691
Nick Luff             327,481
Chris Weston          273,796
                                                                  
PDMRs                  
Grant Dawson          159,043
Jill Shedden          144,950

The award price for calculating the number of shares was 372.54p, being the
average closing share price over the five business days immediately preceding
the grant date of 8 April 2013. The awards are subject to performance
conditions including the non-financial KPIs detailed in the Annual Report and
Accounts.

The conditional awards shown above have been structured as nil-cost options,
are exercisable from the third to the tenth anniversary of grant and represent
the maximum potential award possible if all the performance criteria are met
at the end of the three-year performance period.

6) Exercise of Executive and Special Executive Share Options (ESOS and SESOS)

On 8 April 2013 Mark Hanafin, an Executive Director, exercised 336,012 options
that were awarded to him in September 2008 under the Special Executive Share
Option Scheme (SESOS), with an exercise price of 255.94p. The award was
granted following his appointment to the Board, in order to replace prior
awards from his previous employer. The options were exercised in full and all
shares were sold, including sufficient to settle 47% tax and NIC withholding
liability.

Also on 8 April 2013 Grant Dawson, a PDMR, exercised 275,800 options that had
been awarded to him in April 2006 under the Executive Share Option Scheme
(ESOS), with an exercise price of 253.8p. The options were exercised in full
and all shares were sold, including sufficient to settle 47% tax and NIC
withholding liability.

The above transactions were carried out on 8 April at a price of 372.04p.

As announced on 27 February 2013 Phil Bentley will be leaving the Company by
the end of the year and he has not, therefore, received any new long term
incentive awards.

Following these transactions all Executives have achieved, and in some cases
materially exceeded, their minimum shareholding guidelines.

Centrica can confirm that, following the announcement of a £500m share
repurchase programme on 4 February 2013, approximately 18 million shares have
been repurchased to date and held as Treasury Shares. Approximately 5 million
Treasury Shares have been used to satisfy releases made under a number of the
Group’s share plans to participants across the Group.

Enquiries:

Centrica Investor Relations: 01753 494900

Centrica Media Relations: 0800 107 7014

Contact:

Centrica Plc
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