Director/PDMR Shareholding

U and I Group PLC makes awards under its Long Term Incentive Plan 2014

U and I Group PLC (the Company) announces that on 9 June 2016, the Remuneration Committee granted options over ordinary shares to Executive Directors of the Company under its Long Term Incentive Plan 2014 (the Plan), which was approved by shareholders at the Annual General Meeting on 16 July 2014.

In accordance with the rules of the Plan, LTIP awards were granted on 9 June 2016 at the price of 191.10 pence per share.

Options over ordinary shares have been granted to the following Executive Directors as follows:

Marcus Shepherd                    170,068

Richard Upton                         549,450

Matthew Weiner                    588,697

Awards will be made on the basis that shares will be acquired subject to the satisfaction of the performance condition.  The aim of which is to link the receipt of shares under the Plan to an improvement in the performance of the Company over a three-year performance period from 1 March 2016. 

Performance Condition

1.         Each Award is divided into two Tranches each comprising 50% of the Shares subject to the Award.

2.         The Normal Vesting Date for Tranche 1 is the third anniversary of the Award Date and for Tranche 2 is the fourth anniversary of the Award Date.

3.         Each Tranche will (subject to the risk underpin set out in paragraph 4 below) Vest by reference to NAV Growth over the Performance Period as set out in the table below.

NAV Growth means the cumulative growth in the diluted net assets per share of the Company (as reported in the Group's consolidated balance sheet) taking into account dividends over the Performance Period, as determined by the Directors.  The Directors may adjust the calculation of NAV Growth as they consider appropriate.

Performance Period means:-

Tranche 1:       1 March 2016 to 28 February 2019

Tranche 2:       1 March 2016 to 29 February 2020

Note:  the targets for NAV Growth are equivalent to annual growth of 5% pa (for 20% vesting) and 12% pa (for 100% vesting).

4.         The Directors have discretion to reduce (including to nil) the percentage of a Tranche which Vests if they consider that:

·    NAV Growth has been achieved as a result of inappropriate financial risk; or

·    The level of the Company's financial and/or business risk is not in accordance with its stated strategy.

5.         The Directors have discretion to reduce (including to nil) the percentage of a Tranche which Vests if they consider that the Participant's conduct prior to Vesting has not met the Group's organisational standards.

6.         A Tranche will lapse to the extent that it does not Vest.

7.         If, under the Plan rules, an Award vests early, the Directors will determine the extent to which the Performance Condition has been satisfied.  As part of such determination, the Directors may, without limitation, take into account any information it considers appropriate including but not limited to the Company's most recent results and/or management accounts.

For further information please contact:-

Chris Barton

Company Secretary

020 7828 4777

14 June 2016