Director/PDMR Shareholding

RNS Number : 1475P
Smiths Group PLC
19 October 2012
 

19 OCTOBER 2012

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)

 

VESTING OF CONDITIONAL SHARE AWARDS

On 18 October 2012 the 4-year conditional share awards granted under the Smiths Group Value Sharing Plan and certain Divisional Value Sharing Plans ("VSP") on 28 July 2008 vested in accordance with the VSP rules.

 

On the same date, Smiths Group plc ordinary shares of 37.5p ("shares") were released on the vesting of the matching awards granted on 15 October 2009 under the Company's Co-Investment Plan ("CIP") in accordance with the CIP rules.

 

The Director and PDMRs of the Company listed in Table 1 below received the number of shares shown in Cols C and D of the table against their names, in satisfaction of the vesting of their respective awards under VSP and/or CIP.  The numbers of shares shown in Col. E of the table against their names were sold, over the three business days up to and including 18 October 2012, in order to finance the income tax and NIC 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 1064.43p per share.

 

Table 1

Col. A

Col. B

Col. C

Col. D

Col. E

Name

Status

Shares acquired under VSP

Shares acquired under CIP

Shares sold in market

Mr P. Bowman

Director

175,193

62,919

124,129

Mr J.B.F. Jones *

PDMR

30,495

Nil

15,898

Mr M.P. Maginnis

PDMR

Nil

14,361

7,487

Mr S. Seshadri

PDMR

61,841

19,616

36,748

Mr W.T. Smith

PDMR

4,383

11,114

6,992

* VSP award granted on 1 February 2009

 

Mr Seshadri will transfer to his spouse the unsold balance of the shares released to him.

 

The 4-year divisional VSP award granted on 28 July 2008 to Mr M.P. Maginnis did not vest and has lapsed.

 

2012 AWARDS UNDER CIP

On 19 October 2012 the Company received notifications in respect of the Directors and PDMRs listed in Table 2 below that, over the three business days up to and including 18 October 2012, they had purchased the numbers of shares shown in Col. C of Table 2 against their names in order to participate in the 2012 grant of conditional share awards under CIP.  The purchase price of the shares listed in Col. C of Table 2 was 1064.43p per share (being the weighted average price per share of all the shares acquired over the three-day period).  Pursuant to the Rules of CIP, on 19 October 2012 the Company granted performance-related conditional share awards to these Directors and PDMRs over the numbers of shares shown in Col. D of Table 2 against their names (such award numbers representing, in each case, shares with a total market value at close on 18 October 2012 equal 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 2).  The resulting interests of the Directors and PDMRs in shares are shown against their names in Col. E of Table 2 (where applicable, inclusive of the net shares acquired as reported in Table 1 above).

 

Table 2

Col. A

Col. B

Col. C

Col. D

Col. E

Name

Status

Shares purchased

No. of shares over which a conditional share award was granted under CIP on 19 Oct 2012

Total interests in shares following all notifications

Mr P. Bowman

Director

27,217

107,704

435,197

Mr P.A. Turner

Director

9,084

35,950

40,870

Mr M.H.C. Herlihy

PDMR

6,486

25,667

21,619

Mr J.B.F. Jones

PDMR

3,160

12,503

26,279

Mr M.P. Maginnis

PDMR

3,262

12,909

17,464

Mr T. Nolan

PDMR

5,836

23,096

16,832

Mr M. Reckitt

PDMR

6,415

25,384

8,859

Mr S. Seshadri

PDMR

6,818

26,982

203,616

Mr W.T. Smith

PDMR

7,808

30,899

94,914

 

 

2012 AWARDS UNDER LTIP

On 19 October 2012 the Company granted conditional share awards under the Smiths Group Long Term Incentive Plan 2011 ("LTIP") over shares to the Directors and PDMRs in accordance with the LTIP rules, as set out below.

 

For participants with group-wide responsibilities vesting will be dependent on achievement of three separate performance conditions: relative total shareholder return: growth in earnings per share: and cash conversion.  Details of the awards under the Group LTIP 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 19 Oct 2012

Mr P. Bowman

Director

226,937

Mr P.A. Turner

Director

73,800

Mr M.H.C. Herlihy

PDMR

44,280

Mr J.B.F. Jones

PDMR

29,981

Mr T. Nolan

PDMR

31,711

Mr M. Reckitt *

PDMR

19,095

 

For participants with divisional responsibilities, the vesting will be dependent upon three separate performance conditions relating to the participant's division: underlying revenue growth; operating margin, and cash conversion. Details of the awards under the Divisional LTIPs are as follows (the number of shares stated being the maximum available on full vesting):

 

Table 4

Name

Status

No. of shares over which a conditional share award was granted under LTIP on 19 Oct 2012

Mr D. Gillis

(John Crane)

PDMR

42,886

Mr M.P. Maginnis

(Detection)

PDMR

34,594

Mr M. Reckitt *

(Interconnect)

PDMR

28,643

Mr S. Seshadri (Medical)

PDMR

35,738

Mr W.T. Smith

(Flex Tek)

PDMR

32,724

 

 

*    Mr M. Reckitt has dual responsibilities as Group Strategy Director and as Divisional General Manager, Interconnect. 40% of the total award granted to Mr Reckitt (shown in Table 3 above) is in respect of his Group responsibilities and is subject to the Group performance conditions; the balance of Mr Reckitt's award (shown in Table 4 above) is in respect of his divisional responsibilities and is subject to the Interconnect divisional performance conditions.

 

 

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:  19 OCTOBER 2012


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