Director/PDMR Shareholding

RNS Number : 5779O

Smiths Group PLC

20 September 2013

20 SEPTEMBER 2013

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 19 September 2013 the conditional share awards granted on 17 December 2010 under the Smiths Group 2010 Value Sharing Plan and certain Divisional 2010 Value Sharing Plans ("VSP") vested in accordance with the VSP rules.

On the same date, the matching share awards granted on 5 October 2010 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 VSP and/or CIP. The numbers of shares shown in Col. E of the table against their names were sold, over the two business days up to and including 19 September 2013, 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 1417.4831p 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 VSP	Shares acquired under CIP	Shares sold in market	Shares retained
Mr P. Bowman	Director	25,885	112,169	65,016	73,038
Mr P.A. Turner	Director	10,354	11,764	10,417	11,701
Mr M.H.C Herlihy	PDMR	5,177	26,862	15,089	16,950
Mr J.B.F. Jones	PDMR	5,177	18,597	11,197	12,577
Mr M.P. Maginnis	PDMR	Nil	12,396	5,838	6,558
Mr T. Nolan	PDMR	5,177	18,134	10,979	12,332
Mr M. Reckitt *	PDMR	4,160	Nil	1,960	2,200
Mr S. Seshadri	PDMR	Nil	40,368	18,203	22,165
Mr W.T. Smith	PDMR	41,450	28,202	34,896	34,756

* VSP award granted on 23 March 2011

The divisional VSP awards granted on 17 December 2010 to Mr M.P. Maginnis and Mr S. Seshadri did not vest and have lapsed.

2013 AWARDS UNDER LTIP

On 19 September 2013 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 19 Sep 2013
Mr P. Bowman	Director	178,470
Mr P.A. Turner	Director	56,657
Mr M.H.C. Herlihy	PDMR	33,994
Mr J.B.F. Jones	PDMR	24,787
Mr T. Nolan	PDMR	31,869

For PDMRs with divisional responsibilities, shown in Table 3 below, vesting will be dependent upon the achievement of three separate performance conditions, relating to the participant's division, over a three-year performance period, namely: underlying revenue growth; operating margin, and cash conversion. 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 19 Sep 2013
Mr D. Gillis (John Crane)		PDMR	43,618
Mr M.P. Maginnis (Smiths Detection)		PDMR	31,869
Mr S. Seshadri (Smiths Medical)		PDMR	35,176
Mr W.T. Smith (Flex Tek)		PDMR	27,437