Brooks Macdonald Group plc
(the "Company" and together with its subsidiaries "Brooks Macdonald" or the "Group")
Director/PDMR Shareholding
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") in accordance with the UK Market Abuse Regulations.
On 17 October 2022, the Company granted pursuant to the 2018 Brooks Macdonald Long Term Incentive Plan (the "Plan") nil price options (the "Executive Director LTIP Awards") over the ordinary shares of 1 pence each in the Company (the "Shares") to the following PDMRs:
| PDMR | Number of Shares Over Which Awards are Granted |
| Andrew Shepherd | 43,413 |
| Ben Thorpe | 37,986 |
| Lynsey Cross | 15,758 |
The Plan has been established to retain and incentivise the Executive Directors in order to deliver our ambitious growth aims and to closely align the interests of executives with those of shareholders.
Vesting of Awards
The Executive Director LTIP Awards will only vest and become exercisable to the extent that significantly challenging targets are achieved over the three-year vesting period. The target metrics will be based 90% on underlying, diluted earnings per share, and 10% based on a basket of environmental, social and governance based metrics.
Further the Executive Director LTIP Awards are also subject to continued employment and malus and clawback provisions.
Holding period
The Executive Director LTIP Awards shall be subject to a compulsory, holding period of a further two years from the date of vesting.
Timetable
To the extent that the necessary performance conditions are achieved, the Executive Director LTIP Awards will vest and become exercisable on 17 October 2025, following the announcement of the Group's results for the year ended 30 June 2025 and the holding requirement is expected to lapse on 17 October 2027.
As at today's date, these Awards together represent 0.60% of the total voting rights of the Company.
ANNEX
The notification below, made in accordance with the UK Market Abuse Regulation, provides further details:
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Andrew Shepherd |
| 2. | Reason for the notification | |
| (a) | Position/status | CEO |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| (a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary shares of 1 pence each
BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 43,413 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| | Date of the transaction | 17 October 2022 |
| | Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Ben Thorpe |
| 2. | Reason for the notification | |
| (a) | Position/status | Chief Financial Officer |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| (a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary shares of 1 pence each
BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 37,986 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| | Date of the transaction | 17 October 2022 |
| | Place of the transaction | Outside of a main market |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | Lynsey Cross |
| 2. | Reason for the notification | |
| (a) | Position/status | Chief Operating Officer |
| (b) | Initial notification /Amendment | Initial notification |
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| (a) | Name | Brooks Macdonald Group plc |
| (b) | LEI | 213800WRDF8LB8MIEX37 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| (a)
| Description of the financial instrument, type of instrument Identification code
| Ordinary shares of 1 pence each
BRK ISIN GB00B067N833 |
| (b) | Nature of the transaction | Grant of nil price options over ordinary shares of 1 pence each in the Company |
| (c) | Price(s) and volume(s) | Volume granted: 15,758 Exercise Price(s): Nil |
| (d) | Aggregated information | Aggregated volume: n/a Aggregated price: n/a |
| | Date of the transaction | 17 October 2022 |
| | Place of the transaction | Outside of a main market |
Enquiries:
| Brooks Macdonald Group plc | |
| Andrew Shepherd, Group CEO | +44 (0)20 7659 3492 |
| Ben Thorpe, CFO | +44 (0)20 7659 3492 |
| | |
| Peel Hunt LLP | |
| Paul Shackleton / John Welch | +44 (0)20 7418 8900 |
LEI: 213800WRDF8LB8MIEX37
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