BG Group Plc (BRGYY: OTC Link) | Directors/PDMR Shareholding


Directors/PDMR Shareholding

Sep 05, 2011

OTC Disclosure News Service

Reading, United Kingdom –


A.    Notification of Interests in Shares


1)     Awards GRANTED under the BG Group PLC long term incentive PLAN 2008 (LTIp)


BG Group plc (the “Company”) has today received notification from the following Executive Directors and Persons Discharging Managerial Responsibilities (“PDMRs”) that, on 2 September 2011, they were each granted the following Performance Share Awards (“Awards”), in the form of nil cost options(i)) under the rules of the LTIP:


Under normal circumstances, the Awards will not vest and become exercisable until after the end of the 3 year vesting period which commenced on 2 September 2011. Vesting is conditional upon the achievement of specified performance criteria over a 3 year period.


The number of Shares shown is the maximum number over which Awards could vest/be exercised under the terms of the LTIP if the performance criteria were to be met in full(ii).


(i) With the exception of the Award granted to Catherine Tanna, which is in the form of a conditional award of Shares.


(ii) Ashley Almanza has indicated his intention to leave BG Group no later than 31 December 2012. Accordingly the numbers included in the table reflect the maximum number of Shares which may vest and be transferred to him following his cessation of employment assuming that (a) the performance criteria are met in full and (b) his employment ceases on the latest possible date.





The Company has today received notification from the following Executive Directors and PDMRs that on 2 September 2011 the Awards (which were granted in the form of conditional awards of Shares) granted to them under the LTIP on 2 September 2008 vested in respect of the number of Shares shown in the table below, and that such Shares were subsequently transferred to them.  Based upon the performance criteria which applied to the Performance Share Awards, the overall vesting level for these Awards was 62.08%. In accordance with the terms of the Awards, the Executive Directors and PDMRs have become entitled to additional Shares in respect of the dividends which would have been paid on the vested Shares during the vesting period. In addition, the Trustee of the Company’s Employee Share Trust has sold sufficient Shares on behalf of the individuals to allow the Company to settle the income tax and social security withholdings (together with the associated dealing costs) arising  as a result of the transfer. These transactions, along with the Executive Directors’ and PDMRs’ individual interests in the Company’s Shares, are detailed in the table below:


(i)      Robert Booker and Sami Iskander were not members of the Group Executive Committee on 2 September 2008 and accordingly were eligible to be granted Group Share Awards under the terms of the LTIP.  These awards vested in accordance with their terms of grant.


These announcements are made pursuant to DTR 3.1.4.




BG Group plc announces that it has today transferred from Treasury, for nil consideration, 3,100,000 Shares to the Trustee of its Employee Share Trust to satisfy awards made to participants which have vested under the LTIP.


Following the above transfer, BG Group plc holds 215,916,731 Shares in Treasury and has a total of 3,392,995,440 Shares (excluding Shares held in Treasury) in issue.


This announcement is made pursuant to LR 12.6.4.


5 September 2011


The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

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