26 NOVEMBER 2015
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. GRANTS OF CONDITIONAL SHARE AWARDS TO NEW DIRECTORS
On 26 November 2015 the Company granted share awards to Mr Andrew Reynolds Smith and Mr Chris O'Shea, the executive directors of the Company, in accordance with the terms agreed with each of them on their recruitment pursuant to Listing Rule LR9.4.2R.
Mr Andrew Reynolds Smith was granted:
1. a conditional share award over 86,893 ordinary shares of Smiths Group plc ('Shares') of which 35% will vest on 30 June 2016 and 65% will vest on 30 June 2017, provided that Mr Reynolds Smith has not resigned or been summarily dismissed before the relevant vesting date); and
2. a conditional share award over 133,010 Shares which will vest in three tranches - 60% after the announcement of the annual results for 2017/18; 20% after the announcement of the annual results for 2018/19; and 20% after the announcement of the annual results for 2019/20. The vesting of each tranche of the award will be subject to and determined by the same performance conditions as apply to the awards under the Company's shareholder-approved Long Term Incentive Plan that vest at the same time. The vesting of a tranche of the award is also conditional upon Mr Reynolds Smith not resigning or being summarily dismissed before the relevant vesting date.
Mr Chris O'Shea was granted a conditional share award over 71,938 Shares which will vest in equal instalments on 18 September 2016 and 18 September 2017, the first and second anniversaries of his start date as an employee of the Company, provided that Mr O'Shea has not resigned or been summarily dismissed before the relevant vesting date.
2. 2015 AWARDS UNDER LTIP 2015
On 26 November 2015 the Company granted conditional share awards under the Smiths Group Long Term Incentive Plan 2015 ('LTIP') in accordance with the LTIP rules (as approved at the Annual General Meeting on 17 November 2015).
For the Directors and PDMRs with group-wide responsibilities, shown in Table 1 below, vesting of these awards will be dependent on the Company's achievements in relation to four separate performance conditions over a three-year performance period, namely: (a) revenue growth; (b) growth in earnings per share; (c) cash conversion; and (d) return on capital employed. The awards granted to Directors and PDMRs under the Group LTIP are as follows (the number of Shares stated being the maximum available on full vesting under all four performance conditions):
Table 1
Name |
Status |
No. of Shares over which a conditional share award was granted under LTIP on 26 Nov 2015 |
Mr A. Reynolds Smith |
Director |
226,524 |
Mr C.M. O'Shea |
Director |
119,796 |
Mr S.C. Beesley |
PDMR |
26,621 |
Mr S. Bracone |
PDMR |
33,276 |
Mr. M.H.C. Herlihy |
PDMR |
39,932 |
Mr J.B.F. Jones |
PDMR |
35,091 |
Mr A. Lappin |
PDMR |
26,621 |
Mr T. Nolan |
PDMR |
36,302 |
For PDMRs with divisional responsibilities, shown in Table 2 below, vesting will be dependent upon the achievement of four separate performance conditions, relating to the participant's division, over a three-year performance period.
The awards granted to PDMRs under the Divisional LTIPs are as follows (the number of Shares stated being the maximum available on full vesting under all four performance conditions applicable to the relevant Division):
Table 2
Name |
Status |
No. of Shares over which a conditional share award was granted under LTIP on 26 Nov 2015 |
|
Mr R.H.C. Carter (Interconnect) |
PDMR |
36,302 |
|
Mr D. Gillis (John Crane) |
PDMR |
62,218 |
|
Mr R. Ingram (Smiths Detection) |
PDMR |
43,562 |
|
Mr J. McCaulley (Smiths Medical) |
PDMR |
60,748 |
|
Mr W.T. Smith (Flex Tek) |
PDMR |
38,212 |
|
3. 2015 AWARDS UNDER SMP
The Smiths Group Share Matching Plan ('SMP') requires selected senior executives (but not executive directors of the Company) to invest 25% (after deduction of tax and social security charges) of the annual bonus (if any) paid to them in respect of the previous financial year in the purchase of Shares and provides them with the option of purchasing an additional, equal number of Shares (i.e. investing a total of 50% of their after tax bonus) ('Invested Shares'). The Company then grants to the participant a conditional share award over the number of Shares that has a market value equivalent to twice the gross (i.e. pre-tax) cost of the participant's Invested Shares at the date of the grant ('Matching Share Award').
On 26 November 2015 the Company received notifications in respect of the PDMRs listed in Table 3 below that, on 25 November 2015, they had purchased, on the London Stock Exchange, the numbers of Shares shown in Col. C of Table 3 against their names, in order to participate in the 2015 grant of conditional share awards under SMP. The weighted average purchase price of the Shares listed in Col. C of Table 3 was 1034.9p per Share for the UK-based participants and 1035.156p per Share for the US-based participants (indicated by an asterisk in Table 3).
Pursuant to the Rules of SMP, on 26 November 2015 the Company granted Matching Share Awards to these PDMRs over the numbers of Shares shown in Col. D of Table 3 against their names. Vesting of the Matching Share Awards is conditional upon the participant retaining ownership of his Invested Shares for a three-year retention period and satisfaction of performance conditions relating to (a) revenue growth; (b) growth in earnings per share; (c) cash conversion; and (d) return on capital employed, measured over a three-year performance period.
Table 3
Col. A |
Col. B |
Col. C |
Col. D |
Name |
Status |
Shares purchased on 25 Nov 2015 |
No. of Shares over which a SMP Matching Share Award was granted on 26 Nov 2015 |
Mr S.C. Beesley |
PDMR |
5,827 |
23,514 |
Mr S. Bracone |
PDMR |
6,996 |
28,232 |
Mr R.H.C. Carter |
PDMR |
3,904 |
15,755 |
Mr D. Gillis * |
PDMR |
3,692 |
14,907 |
Mr M.H.C. Herlihy |
PDMR |
8,355 |
33,718 |
Mr R. Ingram |
PDMR |
9,833 |
39,682 |
Mr J.B.F. Jones |
PDMR |
3,584 |
14,464 |
Mr A. Lappin |
PDMR |
3,268 |
13,190 |
Mr J. McCaulley * |
PDMR |
13,686 |
55,246 |
Mr T. Nolan |
PDMR |
7,560 |
30,508 |
Mr W.T. Smith * |
PDMR |
4,452 |
17,973 |
4. INTERESTS IN SHARES
The interests of the PDMRs in Shares after the purchases referred to in Table 3 are shown against their names in Table 4 below.
Table 4
Name |
Status |
Total interests in shares following all notifications |
Mr S.C. Beesley |
PDMR |
67,458 |
Mr S. Bracone |
PDMR |
8,778 |
Mr R.H.C. Carter |
PDMR |
36,699 |
Mr D. Gillis |
PDMR |
29,221 |
Mr M.H.C. Herlihy |
PDMR |
88,579 |
Mr R. Ingram |
PDMR |
11,678 |
Mr J.B.F. Jones |
PDMR |
58,604 |
Mr A. Lappin |
PDMR |
15,655 |
Mr J. McCaulley |
PDMR |
16,659 |
Mr T. Nolan |
PDMR |
71,437 |
Mr W.T. Smith |
PDMR |
205,408 |
Name of contact and telephone number for queries: NEIL BURDETT - 020 7808 5574
Name of duly authorised officer of issuer responsible for making notification: NEIL BURDETT
Date of notification: 26 NOVEMBER 2015