REG - BG Group - Director/PDMR Shareholding

Mon Sep 10, 2012 10:30am EDT

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RNS Number : 9178L
10 September 2012


Notification of Interests in Shares


VESTING OF Awards under the BG Group PLC long term incentive PLAN 2008 (LTIp)



BG Group plc (the Company) has today received notification from the following Persons Discharging Managerial Responsibility (PDMRs) that on 7 September 2012 the Awards granted to them under the LTIP on 7 September 2009 vested in respect of the number of Shares (ordinary shares of 10p each) 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 43.84%. In accordance with the terms of the Awards, the PDMRs also became entitled to additional Shares in respect of the dividends which would have been paid on the vested Shares during the vesting period. The Trustee of the Company's Employee Share Trust sold sufficient Shares 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 vesting.  These transactions, along with the resulting interest in the Company's Shares, are detailed in the table below:


Number of Shares over which Performance Share Awards granted on 7 September 2009

Number of Shares over which Performance Share Awards vested  on 7 September 2012

Number of Shares over which Group Share Awards granted on 7 September 2009 and which vested on 7 September 2012

Number of additional Shares in respect of dividends paid during the vesting period

Number of Shares sold  for £12.69071 per Share on 7 September to cover tax and social security liabilities (and associated dealing costs)

Total number of Shares transferred on 7 September 2012

Resulting Interest in Shares on 7 September 2012

Executive Director

Martin Houston (i)



















(i)         Martin Houston's Award was granted in the form of a nil cost option.  However the terms of grant of the Award (which apply to all nil cost option award holders under the LTIP) provide for automatic exercise at the date of vesting if the award holder is subject to taxation in a jurisdiction which taxes nil cost option awards on vesting.  Mr Houston's role means he is subject to taxation in the US which taxes such awards on vesting. Accordingly the nil cost option has been automatically exercised by the Company as outlined above.

(ii)         Matt Schatzman was not a member of the Group Executive Committee on 7 September 2009 and accordingly was eligible to be granted Group Share Awards under the terms of the LTIP.  These awards vested in accordance with his terms of grant.


This announcement is made pursuant to DTR 3.1.4.





10 September 2012


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