Director/PDMR Shareholding

RNS Number : 6327S

Hill & Smith Hldgs PLC

18 March 2016

Hill & Smith Holdings PLC ('Hill & Smith' or 'the Company')

Director and PDMR Shareholdings

Notification under paragraphs 3.1.2R to 3.1.4R of the Disclosure and Transparency Rules

Hill & Smith 2007 Long-term Incentive Plan

LTIP Vesting - 2013 Award

Hill & Smith announces that the Remuneration Committee has approved the vesting of 97.9% of the awards that had been made on 18 March 2013 to the below Directors and persons discharging managerial responsibilities in accordance with the rules of the Hill & Smith Holdings PLC 2007 Long-term Incentive Plan (the 'LTIP').

For awards made under the LTIP the Committee, in making such option awards, and using its discretion, specified that subject to the rules of the LTIP the Company would procure the transfer to the Awardholder such additional number of award shares as could have been acquired by the reinvestment of dividends paid on the original award shares. Such additional award shares to vest in the same proportion as the original award shares. The maximum number of shares to be awarded in this way is to be determined on the basis that each such dividend was reinvested on the date of payment of that dividend at a price per share equal to the market value of a share on that day.

The number of shares vested is net of the tax and national insurance liability payable by the individual and the individual forfeited an equivalent number of shares in order for the company to meet this liability.

Total Award Shares

vested

D W Muir

60,079

M Pegler

38,407

The participants are not required to make any payment for the vesting shares which vest on achievement of specified performance targets of growth in underlying earnings per share and relative total shareholder return.

Hill & Smith 2014 Long-Term Incentive Plan

LTIP Award - 17 March 2016

On 17 March 2016 the Remuneration Committee of the Company approved the grant of awards in the form of nil-cost options over ordinary shares in the Company in accordance with the provisions of the Hill & Smith Holdings 2014 Long Term Incentive Plan (the "LTIP").

Mr D W Muir has been granted a nil-cost option over 55,371 ordinary shares, Mr M Pegler has been granted a nil-cost option over 35,410 ordinary shares and Mr M A Tonks has been granted a nil-cost option over 25,782 ordinary shares.

Mr Muir, Mr Pegler and Mr Tonks are persons discharging managerial responsibilities of the Company.

The awards were based on a share price of 864.17p, being the average of the mid-market prices for the three trading days prior to the grant date of 17 March 2016.

Under the rules of the LTIP and the Company's Remuneration Policy, the vesting of the Awards is subject to the achievement of set performance conditions which are based upon the growth in the Company's underlying earnings per share and its total shareholder return, over the three year period commencing on 1 January 2016 (the "Vesting Period"). The awards will (subject to the achievement of the performance conditions) vest following the end of the Vesting Period.

Following the grant of these Awards, Mr Muir, Mr Pegler and Mr Tonks have the following interests in the Company's shares:

Individual	Number of shares in which there is a beneficial interest	Total number of shares awarded or subject to options under the LTIP	Total number of shares awarded or subject to options under the ESOS and SAYE Schemes
Mr D W Muir	275,877	206,925	11,934
Mr M Pegler	108,407	133,649	11,693
Mr M A Tonks	57,309	97,284	7,997