Fuller, Smith & Turner PLC (FSTA) Fuller, Smith & Turner PLC: Director/PDMR Shareholding 16-Jan-2020 / 14:45 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
Fuller, Smith & Turner P.L.C. Share Scheme Awards and Adjustments At its meeting on 15 January 2020, the Remuneration Committee made awards under the Company's Long-Term Incentive Plan ("LTIP") which included the notifiable awards set out below. All awards are over a combination of both 40p 'A' ordinary and 4p 'B' ordinary shares. The calculation of the awards was based on the closing price as at 14 January 2020, being £9.61 for 'A' shares and £0.961 (notionally) for 'B' shares. At the same meeting, the Remuneration Committee granted options under the Company's Executive Share Option Scheme ("ESOS") which included the notifiable awards set out below. The options granted are over 40p 'A' ordinary shares and the option price was based on the closing price as at 14 January 2020, being £9.61. An award amounts to a contractual right to acquire an interest in shares, provided the director remains an employee at the third anniversary of the grant (the normal vesting date), and only to the extent that the performance condition attached to the scheme is met. These criteria are based on a sliding scale which may result in less than the full award vesting. As explained in the circular dated 6 September 2019 issued to shareholders in connection with the Return of Capital following the Disposal of the Fuller's Beer Business, the Remuneration Committee also adjusted awards subsisting under the LTIP on 1st October 2019 (being the record date for the for participating in the Return of Capital) to reflect the value the participants would otherwise have received. The price used to determine the additional number of shares was the closing 'A' share price on 1 October 2019 (being £11.975) less the per share value of the Return of capital (being £1.25). This amounted to £10.725 for A ordinary shares under award and £1.0725 for B ordinary shares under award. The adjustments included the notifiable awards set out below. Finally, the Remuneration Committee also adjusted the award made in August 2019 under the Company's Deferred Bonus Plan on the same basis as for the LTIP above. The adjustment included the notifiable award set out below. Enquiries: Severine Bequin 020 8996 2073 Company Secretary Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them | 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Simon Emeny | | 2. | Reason for the notification | | a) | Position/status | CEO | | b) | Initial notification/Amendment | Initial Notification | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each B Ordinary Shares of 4p each A shares - GB00B1YPC344 B shares- unlisted | | b) | Nature of the transaction | Award made under the Fuller, Smith & Turner P.L.C. Long Term Incentive Plan 2018 | | c) | Price(s) and volume(s) | Price | Volume | | | | A shares | Share Price | B shares | Share Price | | LTIP22 | 45,785 | £9.61 | 114,464 | £0.961 |
| | d) | Aggregated information | As Above | | Aggregated volume | As above | | Price | As Above | | e) | Date of the transaction | 15/01/2020 | | f) | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Simon Emeny | | 2. | Reason for the notification | | a) | Position/status | CEO | | b) | Initial notification/Amendment | Amendment | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each B Ordinary Shares of 4p each A shares - GB00B1YPC344 B shares- unlisted | | b) | Nature of the transaction | Adjustment of existing award under Fuller, Smith & Tuner P.L.C. Long Term Incentive Plan 2008 | | c) | Price(s) and volume(s) | Price | Volume | | | | Original number of A shares under award | Increase in the number of A shares under award | A Share Price for the purpose of adjustment | Original number of B shares under award | Increase in the number of B shares under award | B Share Price for the purpose of adjustment | | LTIP20 | 36,595 | 4,265 | £10.725 | 91,489 | 10,663 | £1.0725 | | LTIP21 | 40,000 | 4,662 | £10.725 | 100,000 | 11,655 | £1.0725 | | TOTAL | 76,595 | 8,927 | | 191,489 | 22,318 | |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside of a trading venue | | | | | | | | | | 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Simon Emeny | | 2. | Reason for the notification | | a) | Position/status | CEO | | b) | Initial notification/Amendment | Amendment | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A Ordinary Shares of 40p each GB00B1YPC344 | | b) | Nature of the transaction | Adjustment of existing award under Fuller, Smith & Tuner P.L.C. Deferred Bonus Plan | | c) | Price(s) and volume(s) | Price | Volume | | | | Original number of A shares under award | Increase in the number of A shares under award | A Share Price for the purpose of adjustment | | DBP19 | 4,424 | 515 | £10.725 |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside of a trading venue | | | | | | | | |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Adam Councell | | 2. | Reason for the notification | | a) | Position/status | Finance Director | | b) | Initial notification/Amendment | Initial | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each B Ordinary Shares of 4p each A shares - GB00B1YPC344 B shares- unlisted | | b) | Nature of the transaction | Award made under the Fuller, Smith & Turner P.L.C. Long Term Incentive Plan 2018 | | c) | Price(s) and volume(s) | Price | Volume | | | A shares | Share Price | B shares | Share Price | | LTIP22 | 28,844 | £9.61 | 72,112 | £0.961 |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Adam Councell | | 2. | Reason for the notification | | a) | Position/status | Finance Director | | b) | Initial notification/Amendment | Initial | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each GB00B1YPC344 | | b) | Nature of the transaction | Option granted under the Fuller Smith & Turner P.L.C. Executive Share Option Scheme 2018 | | c) | Price(s) and volume(s) | Price | Volume | | | A shares | Share Price | | ESOS19 | 3,121 | £9.61 |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Fred Turner | | 2. | Reason for the notification | | a) | Position/status | Retail Director | | b) | Initial notification/Amendment | Initial | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each B Ordinary Shares of 4p each A shares - GB00B1YPC344 B shares- unlisted | | b) | Nature of the transaction | Award made under the Fuller, Smith & Turner P.L.C. Long Term Incentive Plan 2018 | | c) | Price(s) and volume(s) | Price | Volume | | | | A shares | Share Price | B shares | Share Price | | LTIP22 | 13,735 | £9.61 | 34,339 | £0.961 |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Fred Turner | | 2. | Reason for the notification | | a) | Position/status | Retail Director | | b) | Initial notification/Amendment | Amendment | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each B Ordinary Shares of 4p each A shares - GB00B1YPC344 B shares- unlisted | | b) | Nature of the transaction | Adjustment of existing award under Fuller, Smith & Tuner P.L.C. Long Term Incentive Plan 2008 | | c) | Price(s) and volume(s) | Price | Volume | | | | Original number of A shares under award | Increase in the number of A shares under award | A Share Price for the purpose of adjustment | Original number of B shares under award | Increase in the number of B shares under award | B Share Price for the purpose of adjustment | | LTIP20 | 4,883 | 569 | £10.725 | 12,209 | 1,422 | £1.0725 | | LTIP21 | 1,237 | 144 | £10.725 | 3,094 | 360 | £1.0725 | | TOTAL | 6120 | 713 | | 15,303 | 1,782 | |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside of a trading venue |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Fred Turner | | 2. | Reason for the notification | | a) | Position/status | Retail Director | | b) | Initial notification/Amendment | Initial | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each A shares - GB00B1YPC344 | | b) | Nature of the transaction | -Option Granted under the Fuller, Smith & Turner P.L.C. Executive Share Option Scheme 2018 | | c) | Price(s) and volume(s) | Price | Volume | | | A shares | Share Price | | ESOS19 | 520 | £9.61 |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | | a) | Name | Richard Fuller | | 2. | Reason for the notification | | a) | Position/status | Corporate Affairs Director | | b) | Initial notification/Amendment | Amendment | | 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | | a) | Name | Fuller, Smith & Turner P.L.C. | | b) | LEI | 213800C7ACOFMRCQQW76 | | 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 Identification code | A ordinary Shares of 40p each B Ordinary Shares of 4p each A shares - GB00B1YPC344 B shares- unlisted | | b) | Nature of the transaction | Adjustment of existing award under Fuller, Smith & Tuner P.L.C. Long Term Incentive Plan 2008 | | c) | Price(s) and volume(s) | Price | Volume | | | | Original number of A shares under award | Increase in the number of A shares under award | A Share Price for the purpose of adjustment | Original number of B shares under award | Increase in the number of B shares under award | B Share Price for the purpose of adjustment | | LTIP20 | 11,808 | 1,376 | £10.725 | 29,521 | 3,440 | £1.0725 | | LTIP21 | 12,906 | 1,504 | £10.725 | 32,267 | 3,760 | £1.0725 | | TOTAL | 24,714 | 2,880 | | 61,788 | 7,200 | |
| | d) | Aggregated information | As Above | | Aggregated volume | As Above | | Price | As Above | | e) | Date of the transaction | 15/01/20 | | f) | Place of the transaction | Outside of a trading venue |
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