HILL & SMITH HOLDINGS PLC

Hill & Smith 2007 Long-Term Incentive Plan (the '2007 Plan') and Director's Share Dealing

Notification under paragraphs 3.1.2R to 3.1.4R of the Disclosure and Transparency Rules

Grant - March 2011

Hill & Smith Holdings PLC ('Hill & Smith' or the 'Company') announces that on 18 March 2011 the Board approved conditional awards of ordinary shares in the Company (the 'Award Shares') in accordance with the provisions of the Hill & Smith 2007 Long-Term Incentive Plan (the '2007 Plan').  Mr D W Muir has been granted an award of 136,990 ordinary shares and Mr M Pegler has been granted an award of 87,448 ordinary shares in the Company. The awards were based upon a share price of 300.75p, being the average of the mid market prices for the three trading days prior to the award date of 18 March 2011. Both Mr Muir and Mr Pegler are persons discharging managerial responsibilities of the Company.

Vesting of the Award Shares is, under the rules of the 2007 Plan, subject to the achievement by the Company of growth in its underlying earnings per share over the three year period commencing on 1 January 2011 (the 'Vesting Period').  The Award Shares will (subject to achievement of the performance conditions) vest at the end of the Vesting Period.  Mr Muir and Mr Pegler will not be required to make any payment for Award Shares to which they become entitled under the 2007 Plan.

Vesting - March 2011 (for Award granted 14 March 2008)

As a result of full satisfaction of the earnings per share growth performance criteria, which were set for the award of shares made on 14 March 2008, under the 2007 Plan, 99,849 shares were vested in favour of Mr D W Muir and 60,514 shares in favour of Mr M Pegler, on the authority of the Remuneration Committee. 

Satisfaction of the vesting of the shares has, with the agreement of the Company, Mr Muir and Mr Pegler, been made by way of cash consideration, based upon a share price of 300.75 pence per share (being the average of the mid market price for the three trading days prior to 18 March 2011, the vesting date).  Payment of the cash consideration has been subject to normal PAYE and NI deductions. 

The above arrangement for satisfying the vesting of the 14 March 2008 Award was determined to be a cost effective and expedient solution for the Company and the Executives in the context of the costs associated with the purchase and sale of shares to discharge the obligations of the Company and the tax liability of the Executives.

Purchase of Shares

The following shares have been purchased by Mr D W Muir on the 18 March 2011 and by Mr Pegler on 21 March 2011.

D W Muir         15,000 shares at a price of 299.25p* purchased on the London Stock Exchange

M Pegler          10,000 shares at a price of 302.97p purchased on the London Stock Exchange

*  the average price for three separate purchases of 3,857 shares Mrs D Muir ISA,1,699 shares Mr D W Muir ISA and 9,444 shares Mrs D Muir, all made on 18 March 2011.

Following the grant of these new awards and the purchase of shares Mr Muir now has a beneficial interest in 100,985 ordinary shares in the Company and has options/awards over 414,166 ordinary shares. Mr Pegler now has a beneficial interest in 19,000 ordinary shares in the Company and has options/awards over 241,498 ordinary shares.

Enquiries:

Mark Pegler

Finance Director

Hill & Smith Holdings PLC

Tel: 0121 704 7430