RNS Number : 9090T
Hill & Smith PLC
22 March 2023
Hill & Smith PLC ('Hill & Smith' or 'the Company')
Director and PDMR Shareholdings
22 March 2023
Hill & Smith announces the following dealings by Directors and PDMRs of the Company in connection with its employee share plan arrangements.
Hill & Smith 2014 Long-Term Incentive Plan - 2023 LTIP Award
On 16 March 2023 the Company granted awards under the Hill & Smith 2014 Long Term Incentive Plan (the "LTIP"). The following awards have been granted in the form of rights to acquire ordinary shares in the Company based on a share price of £12.98, that being the Mid-Market Quote from the day immediately preceding the date of grant:
i. Hannah Nichols (Chief Financial Officer) has been granted an award over 36,067 ordinary shares;
ii. Hooman Javvi (Group President) has been granted an award over 21,186 ordinary shares; and
iii. Denise Beachy (Group President) has been granted an award over 24,070 ordinary shares.
In addition, Hooman Javvi was also granted an award in the form of a tax qualifying option, in accordance with the provisions of the Hill & Smith 2014 Executive Share Option Scheme (the "ESOS"), over 2,311 ordinary shares with an exercise price of £12.98 per ordinary share on terms that are similar to the awards under the LTIP (together the "Awards"). If the options under the ESOS are exercised at a gain, the LTIP awards will be reduced by the same value to ensure that the combined pre-tax value delivered to participants is not increased by the grant of the ESOS option.
The vesting of the LTIP is subject to the achievement of performance conditions assessed over the three-year performance period 2023 - 2026, details of which will be included in the Directors' Remuneration Report for the year ended 31 December 2022.
The Awards will (subject to the achievement of the performance conditions) vest following the end of the performance period, but for Executive Directors, the LTIP may not ordinarily be exercised until the end of a further two-year holding period.
Deferred Bonus Plan awards in respect of 2022 bonuses
On 16 March 2023 the Company granted awards under the rules of its Deferred Bonus Plan in respect of bonuses earned for the year ended 31 December 2022. The Company confirms that:
i. Hannah Nichols has been granted an award over 13,298 ordinary shares;
ii. Hooman Javvi has been granted an award over 3,664 ordinary shares; and
iii. Denise Beachy has been granted an award over 5,212 ordinary shares.
The awards will vest following the end of a two-year deferral period.
2023 LTIP award
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1. |
Details of the person discharging managerial responsibilities/person closely associated |
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|
(a) |
Name |
Hannah Nichols |
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|
2. |
Reason for the notification |
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|
(a) |
Position/status |
Chief Financial Officer |
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|
(b) |
Initial notification/ Amendment |
Initial notification |
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3. |
Details of the issuer |
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|
(a) |
Name |
Hill & Smith PLC |
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|
(b) |
LEI |
2138003A3ISGQZBOWI83 |
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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 |
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|
(a) |
Description of the Financial Instrument |
Ordinary shares of £0.25 each |
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|
(b) |
Identification code of the Financial Instrument |
GB0004270301 |
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|
(c) |
Nature of the transaction |
Grant of 2023 LTIP award
|
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|
(d) |
Price(s) and volume(s) |
|
||||
|
(e) |
Aggregated information |
N/A single transaction |
||||
|
(f) |
Date of the transaction |
16 March 2023 |
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|
(g) |
Place of the transaction |
Outside a trading venue |
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|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||||
|
(a) |
Name |
Hooman Javvi |
||||||
|
2. |
Reason for the notification |
|||||||
|
(a) |
Position/status |
Group President |
||||||
|
(b) |
Initial notification/ Amendment |
Initial notification |
||||||
|
3. |
Details of the issuer |
|||||||
|
(a) |
Name |
Hill & Smith PLC |
||||||
|
(b) |
LEI |
2138003A3ISGQZBOWI83 |
||||||
|
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 |
Ordinary shares of £0.25 each |
||||||
|
(b) |
Identification code of the Financial Instrument |
GB0004270301 |
||||||
|
(c) |
Nature of the transaction |
i. Grant of 2023 LTIP award ii. Grant of costed option under the Executive Share Option Scheme |
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(d) |
Price(s) and volume(s) |
|
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|
(e) |
Aggregated information |
|
||||||
|
(f) |
Date of the transaction |
16 March 2023 |
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|
(g) |
Place of the transaction |
Outside a trading venue |
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|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
(a) |
Name |
Denise Beachy |
||||
|
2. |
Reason for the notification |
|||||
|
(a) |
Position/status |
Group President |
||||
|
(b) |
Initial notification/ Amendment |
Initial notification |
||||
|
3. |
Details of the issuer |
|||||
|
(a) |
Name |
Hill & Smith PLC |
||||
|
(b) |
LEI |
2138003A3ISGQZBOWI83 |
||||
|
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 |
Ordinary shares of £0.25 each |
||||
|
(b) |
Identification code of the Financial Instrument |
GB0004270301 |
||||
|
(c) |
Nature of the transaction |
Grant of 2023 LTIP award |
||||
|
(d) |
Price(s) and volume(s) |
|
||||
|
(e) |
Aggregated information |
N/A single transaction |
||||
|
(f) |
Date of the transaction |
16 March 2023 |
||||
|
(g) |
Place of the transaction |
Outside a trading venue |
||||
2023 Deferred Bonus Plan Award
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
(a) |
Name |
Hannah Nichols |
||||
|
2. |
Reason for the notification |
|||||
|
(a) |
Position/status |
Chief Financial Officer |
||||
|
(b) |
Initial notification/ Amendment |
Initial notification |
||||
|
3. |
Details of the issuer |
|||||
|
(a) |
Name |
Hill & Smith PLC |
||||
|
(b) |
LEI |
2138003A3ISGQZBOWI83 |
||||
|
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 |
Ordinary shares of £0.25 each |
||||
|
(b) |
Identification code of the Financial Instrument |
GB0004270301 |
||||
|
(c) |
Nature of the transaction |
Grant of award under the Deferred Bonus Plan
|
||||
|
(d) |
Price(s) and volume(s) |
|
||||
|
(e) |
Aggregated information |
N/A single transaction |
||||
|
(f) |
Date of the transaction |
16 March 2023 |
||||
|
(g) |
Place of the transaction |
Outside a trading venue |
||||
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
(a) |
Name |
Hooman Javvi |
||||
|
2. |
Reason for the notification |
|||||
|
(a) |
Position/status |
Group President |
||||
|
(b) |
Initial notification/ Amendment |
Initial notification |
||||
|
3. |
Details of the issuer |
|||||
|
(a) |
Name |
Hill & Smith PLC |
||||
|
(b) |
LEI |
2138003A3ISGQZBOWI83 |
||||
|
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 |
Ordinary shares of £0.25 each |
||||
|
(b) |
Identification code of the Financial Instrument |
GB0004270301 |
||||
|
(c) |
Nature of the transaction |
Grant of award under the Deferred Bonus Plan |
||||
|
(d) |
Price(s) and volume(s) |
|
||||
|
(e) |
Aggregated information |
N/A single transaction |
||||
|
(f) |
Date of the transaction |
16 March 2023 |
||||
|
(g) |
Place of the transaction |
Outside a trading venue |
||||
|
1. |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
(a) |
Name |
Denise Beachy |
||||
|
2. |
Reason for the notification |
|||||
|
(a) |
Position/status |
Group President |
||||
|
(b) |
Initial notification/ Amendment |
Initial notification |
||||
|
3. |
Details of the issuer |
|||||
|
(a) |
Name |
Hill & Smith PLC |
||||
|
(b) |
LEI |
2138003A3ISGQZBOWI83 |
||||
|
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 |
Ordinary shares of £0.25 each |
||||
|
(b) |
Identification code of the Financial Instrument |
GB0004270301 |
||||
|
(c) |
Nature of the transaction |
Grant of award under the Deferred Bonus Plan |
||||
|
(d) |
Price(s) and volume(s) |
|
||||
|
(e) |
Aggregated information |
N/A single transaction |
||||
|
(f) |
Date of the transaction |
16 March 2023 |
||||
|
(g) |
Place of the transaction |
Outside a trading venue |
||||
As a result of these transactions:
i. Hannah Nichols holds share options over 172,340 ordinary shares in the Company;
ii. Hooman Javvi holds share options over 55,115 ordinary shares in the Company; and
iii. Denise Beachy holds share options over 66,491 ordinary shares in the Company.
Enquiries:
Alex Henderson
Company Secretary
0121 704 7430
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