Director/PDMR Shareholding

RNS Number : 1882C

Imperial Brands PLC

18 February 2022

 

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

Grant of 2022 LTIP awards

On 15 February 2022, the Company made the following grant of awards under the Imperial Brands Long Term Incentive Plan (the "LTIP") to PDMRs:

PDMR	No. of shares under LTIP award granted
Stefan Bomhard	255,616
Lukas Paravicini	102,470
Kim Reed	54,420*
Joerg Biebernick	55,825
Alison Clarke	60,527
Javier Huerta	62,156
Murray McGowan	46,041
Anindya Dasgupta	78,607**
Paola Pocci	52,779

* The LTIP award which was granted to Kim Reed was comprised of two elements:

The first element of Ms Reed's award was granted over 27,210 shares in Imperial Brands PLC. This element has been granted as a conditional award under the LTIP and is subject to the performance conditions and terms which are applicable to all other 2022 LTIP awards granted on the same date (as outlined above). This element of Ms Reed's LTIP award will vest on or about 15 February 2025, subject to the extent to which the applicable performance conditions have been met; and

The second element of Ms Reed's award was granted over a further 27,210 shares in Imperial Brands PLC. This element has been granted as a conditional award under the LTIP and is not subject to any performance conditions (although it remains subject to the rules of the LTIP, including applicable malus and clawback provisions and the ability of the Remuneration Committee to adjust the vesting outcome of such award on a discretionary basis). This element of Ms Reed's LTIP award will vest in three equal tranches (each being 9,070 shares) on 15 February 2023, 15 February 2024 and 15 February 2025.

** The 2022 LTIP award which was granted to Anindya Dasgupta on 15 February 2022 was granted over 78,607 'notional' shares. Accordingly, when this LTIP award vests (subject to the performance conditions described below having been met and the rules of the LTIP) Mr Dasgupta will receive a cash payment which is equal in value to the number of notional shares which have vested in connection with this LTIP award.

Further to the commitment in its Annual Report and Accounts 2021, the Company confirms that the performance measures and targets (which should not be construed as guidance) in respect of the Imperial Brands LTIP grant made on 15 February 2022 are:

Organic 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 3.7% per annum	nil
3.7% per annum	25%
3.7% to 5.6% per annum	Between 25% and 100% (pro rata)
5.6% per annum or higher	100%

Adjusted Net Debt/EBITDA Element

The adjusted 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 2024*	Shares vesting (as a percentage of element)
More than 1.46x	nil
1.46x	25%
1.46x-1.28x	Between 25% and 100% (pro rata)
1.28x or lower	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)*** Element

The ROIC criterion is used for 20 per cent of the award with the following vesting schedule:

Average Annual Return on Invested Capital (ROIC)***	Shares vesting (as a percentage of element)
Less than 18.7%	nil
18.7%	25%
Between 18.7% and 19.5%	Between 25% and 100% (pro rata)
19.5% or higher	100%

***  All the financial measures are measured on a constant currency basis which is 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	Carnival	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 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.

Vesting of 2019 LTIP awards

On 15 February 2022, an award under the 2019 Imperial Brands Long Term Incentive Plan (the "LTIP") vested for Joerg Biebernick (President, Europe Region) as follows:

Options awarded 15 February 2019	35,693
Options lapsed	30,011
Options vested	5,682
Dividend roll-up shares	1,892
Options vested including dividend roll-up shares	7,574

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	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	AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 255,616
d)	Aggregated information - Aggregated volume - Price	255,616 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
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	LUKAS JEAN-BAPTISTE PARAVICINI
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	AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 102,470
d)	Aggregated information - Aggregated volume - Price	102,470 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
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	KIM REED
2	Reason for the notification
a)	Position/status	PDMR - PRESIDENT AND CEO, AMERICAS REGION
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	A)  AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN B)  DISCRETIONARY AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN VESTING IN 3 EQUALTRANCHES ON 15 FEBRUARY 2023, 15 FEBRUARY 2024 AND 15 FEBRUARY 2025.
c)	Price(s) and volume(s)	Price(s) Volume(s) A) NOT APPLICABLE 27,210 B) NOT APPLICABLE 27.210
d)	Aggregated information - Aggregated volume - Price	54,420 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
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 - PRESIDENT, EUROPE REGION
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	AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 55,825
d)	Aggregated information - Aggregated volume - Price	55,825 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
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	AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 60,527
d)	Aggregated information - Aggregated volume - Price	60,527 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
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 - CHIEF SUPPLY CHAIN 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	AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 62,156
d)	Aggregated information - Aggregated volume - Price	62,156 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
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 - CHIEF STRATEGY AND DEVELOPMENT 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	AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 46,041
d)	Aggregated information - Aggregated volume - Price	46,041 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
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	PAOLA POCCI
2	Reason for the notification
a)	Position/status	PDMR - PRESIDENT - AFRICA, ASIA & AUSTRALASIA REGION
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	AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 52,779
d)	Aggregated information - Aggregated volume - Price	52,779 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
f)	Place of the transaction	OUTSIDE A TRADING VENUE

On 15 February 2022 the LTIP granted on 15 February 2019 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	JOERG BIEBERNICK
2	Reason for the notification
a)	Position/status	PDMR - PRESIDENT, EUROPE REGION
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	AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (INCLUDING DIVIDEND ROLL-UP SHARES)
c)	Price(s) and volume(s)	Price(s) Volume(s) NOT APPLICABLE 7,574
d)	Aggregated information - Aggregated volume - Price	7,574 NOT APPLICABLE
e)	Date of the transaction	15 FEBRUARY 2022
f)	Place of the transaction	OUTSIDE A TRADING VENUE

Daniel Bevan

Assistant Company Secretary

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

 

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