Director/PDMR Shareholding

RNS Number : 8963G

Smiths News PLC

30 November 2020

 

Smiths News plc

Director/PDMR Shareholding

Smiths News plc (the "Company") announces that it has been notified of the following transactions in the Company's ordinary 5p shares undertaken by directors / persons discharging managerial responsibility:

Long Term Incentive Plan FY2021 - 2023 ('LTIP')

The following awards were granted as conditional awards, where a participant may receive an allocation of shares following the normal vesting date, subject to the extent to which the applicable performance conditions have been satisfied at the end of the three-year performance period and their continuing employment at that time.

As indicated in the Company's Directors' Remuneration Report (to be published as part of the Company's 2020 Annual Report and Accounts on 23 December 2020), the Company confirms that the vesting of the LTIP award will depend on the achievement of the following performance conditions:

	Cumulative Adjusted Free Cash Flow (FCF) - 30% weighting	Relative TSR benchmarked vs the FTSE Small Cap Index - 70% weighting	Proportion exercisable
Performance Period	30 August 2020 to 2 September 2023
Performance Targets	Below £98.0m	Below Median	Zero
	£98.0m	Median	20%
	Between £98.0m and £119.9m	Between Median and Upper Quartile	20%-100%
	£120.0m or more	Upper Quartile	100%

The Company has considered carefully the level of target performance and the corresponding performance range for each measure to ensure that they are sufficiently stretching and promote long-term sustainable success.  The performance measures have been reviewed and a decision taken to replace the previous year's EPS measure with cumulative free cashflow, which will be used alongside a relative Total Shareholder Return measure.  The decision to adopt a free cash flow metric in place of EPS is considered to more closely align the Company's capital allocation strategy with shareholder value and provides a compelling performance metric which, in combination with relative TSR, is considered to be complementary to TSR without seeking to reward for the same performance twice.  Further, the balance between the two measures will be 70% TSR and 30% free cashflow, recognising that placing a higher weighting on TSR demonstrates a strong statement of intent to recover shareholder value and deliver share price appreciation.

The vested shares will be subject to a holding period of two years from the vesting date and subject to customary malus and clawback events.  The value of any dividends accrued, in the form of dividend equivalents, will normally be paid in shares at the end of period (third anniversary) based on the number of vested shares and will also be subject to the holding period of two years from the vesting date.

No consideration was paid for the grant of the award. For the purposes of this award, the grant was made at a share price of 30p.

Name of Participant	Form of Award	Normal Vesting Date	Maximum Number of Shares
Tony Grace	Conditional award	The day following the end of the performance period on which  the performance conditions have been assessed and notified to the Participant	1,003,000
Jonathan Bunting	Conditional award	The day following the end of the performance period on which  the performance conditions have been assessed and notified to the Participant	1,530,000

As noted in the Company's Directors' Remuneration Report, the LTIP grant levels are equivalent to 100% of base salary at grant. 

The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.

The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jonathan Bunting
2	Reason for the notification
a)	Position/status	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	Smiths News plc
b)	LEI	2138004033ONVOOQXB02
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	Ordinary 5p shares
	Identification code	ISIN: GB00B17WCR61
b)	Nature of the transaction	Grant of 1,530,000 nil cost options pursuant to the Long Term Incentive Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			Nil consideration	1,530,000
d)	Aggregated information	n/a single transaction
	- Aggregated volume
	- Price
e)	Date of the transaction	27 November 2020
f)	Place of the transaction	Grant of the options took place outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Anthony Grace
2	Reason for the notification
a)	Position/status	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	Smiths News plc
b)	LEI	2138004033ONVOOQXB02
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	Ordinary 5p shares
	Identification code	ISIN: GB00B17WCR61
b)	Nature of the transaction	Grant of 1,003,000 nil cost options pursuant to the Long Term Incentive Plan
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			Nil consideration	1,003,000
d)	Aggregated information	n/a single transaction
	- Aggregated volume
	- Price
e)	Date of the transaction	27 November 2020
f)	Place of the transaction	Grant of the options took place outside of a trading venue

Karen Mills

Deputy Company Secretary 

 

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