Director/PDMR Shareholding - Replacement

RNS Number : 6979T

Imperial Brands PLC

26 March 2021

 

IMPERIAL BRANDS PLC

Legal Entity Identifier (LEI) No. 549300DFVPOB67JL3A42

Directors and Persons Discharging Managerial Responsibility ("PDMRs") Interests

Imperial Brands PLC (the "Company") Long Term Incentive Plan

The following replaces the 'Director/PDMR Shareholding' announcement released on 18 February 2021 at 13.16 under RNS No 6164P.

As previously released, the announcement contained incorrect figures. The actual number of shares granted under Stefan Bomhard's LTIP awards is lower (previously 297,388), and this has been corrected in this replacement announcement.

The full amended text is shown below.

On 15 February 2021, the Company made the following grant of awards under the 2021 Imperial Brands Long Term Incentive Plan (the "LTIP") to PDMRs:

PDMR	No. of LTIP awards granted
Stefan Bomhard	267,649
Dominic Brisby	68,295
Joerg Biebernick	64,948
Alison Clarke	65,617
Javier Huerta	72,313
Murray McGowan	53,565

The Remuneration Committee has taken into account the share price performance over the year and the concerns expressed by a number of shareholders about the level of Stefan Bomhard's salary on appointment as Chief Executive Officer. He and the Remuneration Committee agreed that the face value of his 2021 LTIP award should be reduced, on an exceptional basis, from 350% of salary to 315%, a reduction of 10% of the face value of the usual annual award. The number of shares under award reflects this adjustment.

Further to the commitment in its Annual Report and Accounts 2020, the Company confirms that the performance measures and targets (which should not be construed as guidance) in respect of the annual Imperial Brands LTIP grant made on 15 February 2021 are:

Adjusted Earnings per Share Growth Element

This criterion determines the vesting of 40 per cent of the shares under award with the following vesting schedule:

Compound annual adjusted EPS growth*	Shares vesting (as a percentage of element)
Less than 2% per annum	nil
2% per annum	25%
2% to 4.8% per annum	Between 25% and 100% (pro rata)
4.8% per annum or higher	100%

Net Debt/EBITDA Element

The net debt/EDITDA criterion determines the vesting of 20 per cent of the shares under award with the following vesting schedule:

At the end of the Financial Year Ending 30 September 2023*	Shares vesting (as a percentage of element)
Less than 2.00x	nil
2.00x	25%
2.00x-+1.8 x	Between 25% and 100% (pro rata)
1.8 x or higher	100%

The level of the gearing criterion assumes an additional shareholder distribution will be made either via share buybacks or special dividends during the period in line with the Group's capital allocation policy. To the extent the shareholder distribution is increased above the assumed level during the period, there is an agreed formula to raise the gearing target accordingly so as to incentivise incremental shareholder returns during the period. Similarly, if the shareholder distribution is reduced, the target gearing will be lowered. This will reinforce alignment of this measure to the Group's capital allocation policy and shareholder value creation.

Average Annual Return on Invested Capital (ROIC)*	Shares vesting (as a percentage of element)
Less than 16.6%	nil
16.6%	25%
Between 16.6% and 17.5%	Between 25% and 100% (pro rata)
17.5% or greater	100%

*  All the financial measures are measured on a constant currency basis which consistent with the approach agreed by the Remuneration Committee of Imperial Brands and has been in place since 2015.

Total Shareholder Return Element

The relative total shareholder return ("TSR") criterion is used for 20 per cent of the award. The peer group used for the assessment of relative TSR is:

Altria Group	Anheuser-Busch InBev	Beiersdorf	British American Tobacco	Brown-Forman
Carlsberg	Clorox	Constellation Brands	Diageo	Heineken
Henkel	Japan Tobacco	Kimberly-Clark	Kirin Holdings	L'Oreal
Monster Beverage	Pernod Ricard	Pepsico	Philip Morris International	Procter & Gamble
Reckitt Benckiser Group	Swedish Match	Uni Charm	Unilever PLC

Vesting of awards on this element would occur as per the vesting schedule below:

Relative TSR performance	Shares vesting (as percentage of element)
Below median of peer group	nil
At median of peer group	25%
Between median and upper quartile	Between 25% and 100% (pro rata)
At or above upper quartile	100%

Each element operates independently and is capable of vesting regardless of the Company's performance in respect of the other elements. The Remuneration Committee retains the discretion under the rules of the 2021 LTIP to adjust up or down including to zero the number of shares that vest taking into account a number of factors including personal or corporate performance and circumstances that were unforeseen at the date of grant. 

Details of individual awards are provided below:

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	STEFAN ANDREAS BOMHARD
2	Reason for the notification
a)	Position/status	EXECUTIVE DIRECTOR - CHIEF EXECUTIVE OFFICER
b)	Initial notification /Amendment	AMENDMENT
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 267,649
d)	Aggregated information - Aggregated volume - Price	267,649 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	DOMINIC JAMES BRISBY
2	Reason for the notification
a)	Position/status	PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 68,295
d)	Aggregated information - Aggregated volume - Price	68,295 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	JOERG BIEBERNICK
2	Reason for the notification
a)	Position/status	PDMR - DIVISION DIRECTOR, EUROPE
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 64,948
d)	Aggregated information - Aggregated volume - Price	64,948 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	ALISON JANE CLARKE
2	Reason for the notification
a)	Position/status	PDMR - CHIEF PEOPLE AND CULTURE OFFICER
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) Not Applicable 65,617
d)	Aggregated information - Aggregated volume - Price	65,617 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	JAVIER ESTERBAN HUERTA RUIZ
2	Reason for the notification
a)	Position/status	PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 72,313
d)	Aggregated information - Aggregated volume - Price	72,313 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	MURRAY HENRY MCGOWAN
2	Reason for the notification
a)	Position/status	PDMR - GROUP STRATEGY AND TRANSFORMATION DIRECTOR
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 53,565
d)	Aggregated information - Aggregated volume - Price	53,565 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

On 15 February 2021 the LTIP granted on 15 February 2018 vested in part, with the remainder lapsing.  Details of the individual award vesting and lapsing are detailed below.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	OLIVER REGINALD TANT
2	Reason for the notification
a)	Position/status	EXECUTIVE DIRECTOR - 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	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 11,184
d)	Aggregated information - Aggregated volume - Price	11,184 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	OLIVER REGINALD TANT
2	Reason for the notification
a)	Position/status	EXECUTIVE DIRECTOR - 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	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 59,856
d)	Aggregated information - Aggregated volume - Price	59,856 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	DOMINIC JAMES BRISBY
2	Reason for the notification
a)	Position/status	PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 5,607
d)	Aggregated information - Aggregated volume - Price	5,607 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	DOMINIC JAMES BRISBY
2	Reason for the notification
a)	Position/status	PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 30,011
d)	Aggregated information - Aggregated volume - Price	30,011 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	JOERG BIEBERNICK
2	Reason for the notification
a)	Position/status	PDMR - DIVISION DIRECTOR, EUROPE
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 5,358
d)	Aggregated information - Aggregated volume - Price	5,358 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	JOERG BIEBERNICK
2	Reason for the notification
a)	Position/status	PDMR - DIVISION DIRECTOR, EUROPE
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 28,677
d)	Aggregated information - Aggregated volume - Price	28,677 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	WALTER NORBERT PRINZ
2	Reason for the notification
a)	Position/status	PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 6,058
d)	Aggregated information - Aggregated volume - Price	6,058 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	WALTER NORBERT PRINZ
2	Reason for the notification
a)	Position/status	PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR
b)	Initial notification /Amendment	INITIAL NOTIFICATION
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IMPERIAL BRANDS PLC
b)	LEI	549300DFVPOB67JL3A42
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 GB0004544929
b)	Nature of the transaction	CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 32,422
d)	Aggregated information - Aggregated volume - Price	32,422 NOT APPLICABLE
e)	Date of the transaction	15 February 2021
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Trevor Williams

Deputy Company Secretary

Copies of our announcements are available on our website:  www.imperialbrandsplc.com/Investors/Stock-Exchange-announcements

 

END

 

 

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