Director/PDMR Shareholding

RNS Number : 7941S

Smiths Group PLC

26 September 2014

26 SEPTEMBER 2014

SMITHS GROUP PLC (issuer)

DTR 3.1.4R(1)

NOTIFICATION OF TRANSACTIONS OF DIRECTORS AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) PURSUANT TO DTR 3.1.4R(1)(a)

1. VESTING OF CONDITIONAL SHARE AWARDS

On 25 September 2014 the conditional share awards granted on 16 December 2011 under the Smiths Group Long-Term Incentive Plan 2011 and its Divisional Long-Term Incentive Plans ("LTIP") partially vested in accordance with the LTIP rules.

On the same date, the matching share awards granted on 24 October 2011 under the Company's Co-Investment Plan ("CIP") vested in accordance with the CIP rules.

The Directors and PDMRs of the Company listed in Table 1 below received the number of Smiths Group plc ordinary shares of 37.5p ("shares") shown in Cols C and D of the table against their names, in satisfaction of the vesting of their respective awards under LTIP and CIP. The numbers of shares shown in Col. E of the table against their names were sold, over the four business days up to and including 25 September 2014, in order to finance the income tax and National Insurance contributions or social security charges that they have incurred as a result of their awards vesting. The weighted average price per share at which these shares were sold was 1276.6792p per share. The net number of shares retained, after financing tax etc., is shown in Col F.

Table 1

Col. A	Col. B	Col. C	Col. D	Col. E	Col. F
Name	Status	Shares acquired under LTIP	Shares acquired under CIP	Shares sold in market	Shares retained
Mr P. Bowman	Director	49,558	95,377	68,256	76,679
Mr P.A. Turner	Director	16,116	33,781	23,499	26,398
Mr S.C. Beesley	PDMR	1,692	8,972	5,023	5,641
Mr R.H.C. Carter	PDMR	2,839	10,964	6,501	7,302
Mr M.H.C Herlihy	PDMR	9,066	23,638	15,402	17,302
Mr J.B.F. Jones	PDMR	7,857	15,489	10,995	12,351
Mr T. Nolan	PDMR	6,925	19,102	12,258	13,769
Mr W.T. Smith	PDMR	34,022	36,187	35,175	35,034

2. 2014 AWARDS UNDER LTIP

On 26 September 2014 the Company granted conditional share awards under the Smiths Group Long Term Incentive Plan 2011 ("LTIP") in accordance with the LTIP rules.

For the Directors and PDMRs with group-wide responsibilities, shown in Table 2 below, vesting will be dependent on the achievement of three separate performance conditions over a three-year performance period, namely: relative total shareholder return: growth in earnings per share: and cash conversion. The awards granted under the Group LTIP are as follows (the number of shares stated being the maximum available on full vesting):

Table 2

Name	Status	No. of shares over which a conditional share award was granted under LTIP on 26 Sep 2014
Mr P. Bowman	Director	200,796
Mr P.A. Turner	Director	63,745
Mr S.C. Beesley	PDMR	21,912
Mr S. Bracone	PDMR	27,390
Mr. M.H.C. Herlihy	PDMR	31,872
Mr J.B.F. Jones	PDMR	28,884
Mr T. Nolan	PDMR	29,880

For PDMRs with divisional responsibilities, shown in Table 3 below, vesting will be dependent upon the achievement of six separate performance conditions, relating to the participant's division, over a three-year performance period, namely: organic revenue growth; inorganic revenue growth (apart from the Detection division, which has a performance condition relating to its return on capital employed, excluding acquisitions); new product vitality index; growth in China, MyVoice employee engagement index; and quality improvement. The awards granted under the Divisional LTIPs are as follows (the number of shares stated being the maximum available on full vesting):

Table 3

Name	Status		No. of shares over which a conditional share award was granted under LTIP on 26 Sep 2014
Mr R.H.C. Carter (Interconnect)		PDMR	29,880
Mr D. Gillis (John Crane)		PDMR	43,848
Mr R. Ingram (Smiths Detection)		PDMR	44,621
Mr J. McCaulley (Smiths Medical)		PDMR	56,578
Mr W.T. Smith (Flex Tek)		PDMR	27,581

3. 2014 AWARDS UNDER CIP

On 26 September 2014 the Company received notifications in respect of the Directors and PDMRs, listed in Table 4 below, that, over the four days to and including 25 September 2014, they had purchased the numbers of Smiths Group plc ordinary shares of 37.5p ("shares") shown in Col. C of Table 4 against their names, in order to participate in the 2014 grant of conditional share awards under CIP. The weighted average purchase price of the shares listed in Col. C of Table 4 was 1276.6792p per share. Pursuant to the Rules of CIP, on 26 September 2014 the Company granted performance-related conditional share awards to these Directors and PDMRs over the numbers of shares shown in Col. D of Table 4 against their names (such award numbers representing, in each case, shares with a total market value at close on 25 September 2014 equivalent to two times the amount (before deduction of income tax) invested by the individual in acquiring the shares shown against his name in Col. C of Table 4).

Table 4

Col. A	Col. B	Col. C	Col. D
Name	Status	Shares purchased	No. of shares over which a conditional share award was granted under CIP on 26 Sep 2014
Mr P. Bowman	Director	12,495	51,203
Mr P.A. Turner	Director	4,328	17,737
Mr S.C. Beesley	PDMR	2,732	11,197
Mr S. Bracone	PDMR	1,782	7,304
Mr R.H.C. Carter	PDMR	2,665	10,921
Mr D. Gillis	PDMR	9,208	37,736
Mr M.H.C. Herlihy	PDMR	3,826	15,681
Mr R. Ingram	PDMR	1,361	5,577
Mr J.B.F. Jones	PDMR	3,628	14,870
Mr J. McCaulley	PDMR	2,973	12,185
Mr T. Nolan	PDMR	2,479	10,159
Mr W.T. Smith	PDMR	5,490	22,496

4. INTERESTS IN SHARES

The resulting interests of the Directors and PDMRs in shares are shown against their names in Table 5 below.

Table 5

Name	Status	Total interests in shares following all notifications
Mr P. Bowman	Director	610,599
Mr P.A. Turner	Director	87,605
Mr S.C. Beesley	PDMR	13,536
Mr S. Bracone	PDMR	1,782
Mr R.H.C. Carter	PDMR	28,356
Mr D. Gillis	PDMR	15,931
Mr M.H.C. Herlihy	PDMR	62,741
Mr R. Ingram	PDMR	1,361
Mr J.B.F. Jones	PDMR	45,762
Mr J. McCaulley	PDMR	2,973
Mr T. Nolan	PDMR	48,862
Mr W.T. Smith	PDMR	175,832