Last checked at 1 Oct 2020 13:14
Hill & Smith Holdings PLC ('Hill & Smith' or 'the Company')Director and PDMR Shareholdings
1 October 2020
Hill & Smith 2014 Long-Term Incentive Plan
LTIP Award - 25 September 2020
On 24 September 2020 the Remuneration Committee of the Company approved the grant of awards, to be made on 25 September 2020, in the form of nil-cost options over ordinary shares in the Company in accordance with the provisions of the Hill & Smith Holdings 2014 Long Term Incentive Plan (the "LTIP").
Mr P Simmons has been granted a nil-cost option over 66,819 ordinary shares and Mrs H K Nichols has been granted a nil-cost option over 35,335 ordinary shares.
The awards were based on a share price of 1201p, being the average of the mid-market prices for the three trading days prior to the grant date of 25 September 2020.
Both Mr Simmons and Mrs Nichols were also granted an award in the form of a tax qualifying option, in accordance with the provisions of the Hill & Smith Holdings 2014 Executive Share Option Scheme (the "ESOS"), over 2,497 ordinary shares with an exercise price of 1201p per ordinary share on terms which 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.
Under the rules of the LTIP and the Company's Remuneration Policy, the vesting of the Awards is subject to the achievement of set performance conditions. In the Directors' Remuneration Report for the year ending 31 December 2019, the Company noted that it was reviewing the performance measures and targets and would confirm these when the awards were granted. As with previous years, the performance measures are based 50% upon the Company's underlying earnings per share and 50% upon its Total Shareholder Return ('TSR'). The relative TSR measure (including the comparator group) remains the same as previously. Having regard to the impact of the Covid-19 pandemic, the Remuneration Committee has concluded that it would be better to set the EPS targets as absolute rather than growth measures. The performance measures and targets are summarised below.
Vesting amount | Underlying Earnings per Share for the year ending 31 December 2022 (50% of the Awards) | TSR performance over the three years ending 31 December 2022 (50% of the Awards)** |
0% vesting | Less than £0.80 | Below median |
Threshold: 20% vesting | £0.85 | Median |
100% vesting* | 100p | Upper quartile |
*Straight line vesting applies between threshold and maximum vesting
** compared to the FTSE 250 excluding investment trusts and financial services companies
The Awards will (subject to the achievement of the performance conditions) vest following the end of the performance period but may not ordinarily be exercised until the end of a further two year holding period.
Buy-out Award
On the same day the Remuneration Committee approved the grant to Mr P Simmons of two additional share awards in the form of nil-cost options over ordinary shares in the Company. These awards reflect two awards that Mr Simmons forfeited at his previous employer and were agreed as part of his recruitment package. The awards were determined by the Remuneration Committee having regard to the extent to which the performance conditions attached to the forfeited awards were assumed to be satisfied and the proportion of the performance periods for those awards which have elapsed. The awards and their vesting dates are set out below.
Buy-Out Award | Number of Shares | Vesting Date |
Buy-Out Award 1 | 28,557 | 30 July 2021 |
Buy-Out Award 2 | 12,364 | 29 July 2022 |
As noted in the announcement of 2 April 2020, the full terms of Mr Simmons' remuneration package will be included in the Company's Directors' Remuneration Report for the year ending 31 December 2020.
1. | Details of the person discharging managerial responsibilities/person closely associated | ||
(a) | Name | Mr P Simmons | |
2. | Reason for the notification | ||
(a) | Position/status | Chief Executive Officer Designate | |
(b) | Initial notification/ Amendment | Initial notification | |
3. | Details of the issuer | ||
(a) | Name | Hill & Smith Holdings 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 Nil-Cost Option as part of 2020 LTIP Award ii. Grant of ESOS Option as part of 2020 LTIP Award at an exercise price of 1201p per share iii Grant of Buy-Out Award 1 iv Grant of Buy-Out Award 2 | |
(d) | Price(s) and volume(s) | Price(s) | Volume(s) |
|
| i. Nil ii. Nil iii Nil iv Nil | i. 66,819 ii. 2,497 iii 28,557 iv 12,364 |
(e) | Aggregated information |
| |
- Aggregated volume | 110,237 shares | ||
- Price | Nil Cost | ||
(f) | Date of the transaction | 25 September 2020 | |
(g) | Place of the transaction | Outside a trading venue | |
1. | Details of the person discharging managerial responsibilities/person closely associated | ||
(a) | Name | Mrs H K 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 Holdings 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 Nil-Cost Option as part of 2020 LTIP Award
ii. Grant of ESOS Option as part of 2020 LTIP Award at an exercise price of 1201p per share | |
(d) | Price(s) and volume(s) | Price(s) | Volume(s) |
|
| i. Nil ii. Nil | i. 35,335 ii. 2,497 |
(e) | Aggregated information |
| |
- Aggregated volume | 37,832 shares | ||
- Price | Nil Cost | ||
(f) | Date of the transaction | 25 September 2020 | |
(g) | Place of the transaction | Outside a trading venue | |
Enquiries:
Alex Henderson
Company Secretary
Tel: +44 (0) 121 704 7430