Mitchells & Butlers Regulatory News (MAB)

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Phil Urban

2 

Reason for the notification 

a) 

Position/status 

Director

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Mitchells & Butlers plc

b) 

LEI 

213800JHYNDNB1NS2W10

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 

Ordinary shares in Mitchells & Butlers plc (Shares)

GB00B1FP6H53

b)

Nature of the transaction

Option granted to Director on 13 December 2022 under the Restricted Share Plan.

This option will be exercisable for 90 days following vesting. No performance measures are applied on vesting, but the Committee will take into account the following factors (amongst others) when determining whether to exercise its discretion to adjust the number of shares vesting:

• The Committee undertakes a thorough 'quality of earnings' assessment every year prior to the finalisation of any annual bonus outcomes. It is proposed that these will also be used to inform the assessment of awards under the RSP. The annual quality of earnings assessment takes into account financial performance as well as guest experience and employee engagement along with a broader-based holistic assessment of business performance and the achievement of KPIs;

• Whether there has been material damage to the reputation of the Company (in such circumstances, responsibility and hence any adjustments to the level of vesting may be allocated collectively or individually to participants); and

• That the business has an appropriate capital structure in place that enables the execution of the Company's strategic priorities.

Subject to a dividend being paid or payable, and once, and to the extent that, the shares under the option granted have vested, the participant will be granted a further option over Dividend Accrued Shares.

The Mitchells and Butlers share price has fallen since the last award and the Remuneration Committee has considered very carefully the potential for windfall gains as a result. Having taken into account all of the factors, it is the view of the Committee that it is appropriate to make the 2023/25 RSP award at the prevailing share price which reflects the challenging trading conditions currently facing the business.

In coming to this decision, the Committee determined that the fall in share price is due to overall market sentiment and not directly linked to the underlying performance of the business. The M&B share price has been around the current level for a number of months and, in addition, the Committee has noted that the M&B share price has outperformed peers in the FTSE All Share Travel and Leisure group in recent years. The Committee also assessed the share prices at which prior long term incentive plans have been granted at over the last five awards and took into consideration the fact that the awards made in 2020 (456p) and 2021 (308p) were at a level much higher than the long term share price trend. Finally, the Committee felt very strongly that the motivation and retention of senior management could be adversely impacted by reducing the overall value of the awards at this time. The Committee will, in assessing the final outcome, take into account any new and additional factors that may have resulted in windfall gains.

In accordance with the Company's Remuneration Policy, a post vesting holding period applies which requires Shares received pursuant to such awards to be retained for a period of two years from the end of the vesting period, except for Shares sold to pay income tax and national insurance contributions arising upon vesting/exercise. Vested shares are also subject to post cessation holding requirements as detailed in the Company's Remuneration Policy.

c) 

Price(s) and volume(s) 

 The option is granted over a maximum of 412,490 Shares. The share price used to determine the number of Shares under option was £1.337 per Share (being the average of the middle market quotation of a Share for the three days of 8/9/12 December 2022).

No amount was payable on the grant of the option.

d)

Aggregated information 

 - Aggregated volume 

 - Price

 N/A (single transaction)

e) 

Date of the transaction 

13 December 2022

f)

Place of the transaction 

n/a

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Tim Jones

2 

Reason for the notification 

a) 

Position/status 

Director

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Mitchells & Butlers plc

b) 

LEI 

213800JHYNDNB1NS2W10

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 

Ordinary shares in Mitchells & Butlers plc (Shares)

GB00B1FP6H53

b)

Nature of the transaction

Option granted to Director on 13 December 2022 under the Restricted Share Plan.

This option will be exercisable for 90 days following vesting. No performance measures are applied on vesting, but the Committee will take into account the following factors (amongst others) when determining whether to exercise its discretion to adjust the number of shares vesting:

• The Committee undertakes a thorough 'quality of earnings' assessment every year prior to the finalisation of any annual bonus outcomes. It is proposed that these will also be used to inform the assessment of awards under the RSP. The annual quality of earnings assessment takes into account financial performance as well as guest experience and employee engagement along with a broader-based holistic assessment of business performance and the achievement of KPIs;

• Whether there has been material damage to the reputation of the Company (in such circumstances, responsibility and hence any adjustments to the level of vesting may be allocated collectively or individually to participants); and

• That the business has an appropriate capital structure in place that enables the execution of the Company's strategic priorities.

Subject to a dividend being paid or payable, and once, and to the extent that, the shares under the option granted have vested, the participant will be granted a further option over Dividend Accrued Shares.

The Mitchells and Butlers share price has fallen since the last award and the Remuneration Committee has considered very carefully the potential for windfall gains as a result. Having taken into account all of the factors, it is the view of the Committee that it is appropriate to make the 2023/25 RSP award at the prevailing share price which reflects the challenging trading conditions currently facing the business.

In coming to this decision, the Committee determined that the fall in share price is due to overall market sentiment and not directly linked to the underlying performance of the business. The M&B share price has been around the current level for a number of months and, in addition, the Committee has noted that the M&B share price has outperformed peers in the FTSE All Share Travel and Leisure group in recent years. The Committee also assessed the share prices at which prior long term incentive plans have been granted at over the last five awards and took into consideration the fact that the awards made in 2020 (456p) and 2021 (308p) were at a level much higher than the long term share price trend. Finally, the Committee felt very strongly that the motivation and retention of senior management could be adversely impacted by reducing the overall value of the awards at this time. The Committee will, in assessing the final outcome, take into account any new and additional factors that may have resulted in windfall gains.

In accordance with the Company's Remuneration Policy, a post vesting holding period applies which requires Shares received pursuant to such awards to be retained for a period of two years from the end of the vesting period, except for Shares sold to pay income tax and national insurance contributions arising upon vesting/exercise. Vested shares are also subject to post cessation holding requirements as detailed in the Company's Remuneration Policy.

c) 

Price(s) and volume(s) 

 The option is granted over a maximum of 345,175 Shares. The share price used to determine the number of Shares under option was £1.337 per Share (being the average of the middle market quotation of a Share for the three days of 8/9/12 December 2022).

No amount was payable on the grant of the option.

d)

Aggregated information 

 - Aggregated volume 

 - Price

 N/A (single transaction)

e) 

Date of the transaction 

13 December 2022

f)

Place of the transaction 

n/a

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Andrew Freeman

2 

Reason for the notification 

a) 

Position/status 

PDMR

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Mitchells & Butlers plc

b) 

LEI 

213800JHYNDNB1NS2W10

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 

Ordinary shares in Mitchells & Butlers plc (Shares)

GB00B1FP6H53

b)

Nature of the transaction

Option granted to PDMR on 13 December 2022 under the Restricted Share Plan.

This option will be exercisable for 90 days following vesting. No performance measures are applied on vesting, but the Committee will take into account the following factors (amongst others) when determining whether to exercise its discretion to adjust the number of shares vesting:

• The Committee undertakes a thorough 'quality of earnings' assessment every year prior to the finalisation of any annual bonus outcomes. It is proposed that these will also be used to inform the assessment of awards under the RSP. The annual quality of earnings assessment takes into account financial performance as well as guest experience and employee engagement along with a broader-based holistic assessment of business performance and the achievement of KPIs;

• Whether there has been material damage to the reputation of the Company (in such circumstances, responsibility and hence any adjustments to the level of vesting may be allocated collectively or individually to participants); and

• That the business has an appropriate capital structure in place that enables the execution of the Company's strategic priorities.

Subject to a dividend being paid or payable, and once, and to the extent that, the shares under the option granted have vested, the participant will be granted a further option over Dividend Accrued Shares.

The Mitchells and Butlers share price has fallen since the last award and the Remuneration Committee has considered very carefully the potential for windfall gains as a result. Having taken into account all of the factors, it is the view of the Committee that it is appropriate to make the 2023/25 RSP award at the prevailing share price which reflects the challenging trading conditions currently facing the business.

In coming to this decision, the Committee determined that the fall in share price is due to overall market sentiment and not directly linked to the underlying performance of the business. The M&B share price has been around the current level for a number of months and, in addition, the Committee has noted that the M&B share price has outperformed peers in the FTSE All Share Travel and Leisure group in recent years. The Committee also assessed the share prices at which prior long term incentive plans have been granted at over the last five awards and took into consideration the fact that the awards made in 2020 (456p) and 2021 (308p) were at a level much higher than the long term share price trend. Finally, the Committee felt very strongly that the motivation and retention of senior management could be adversely impacted by reducing the overall value of the awards at this time. The Committee will, in assessing the final outcome, take into account any new and additional factors that may have resulted in windfall gains.

c) 

Price(s) and volume(s) 

 The option is granted over a maximum of 94,240 Shares. The share price used to determine the number of Shares under option was £1.337 per Share (being the average of the middle market quotation of a Share for the three days of 8/9/12 December 2022).

No amount was payable on the grant of the option.

d)

Aggregated information 

 - Aggregated volume 

 - Price

 N/A (single transaction)

e) 

Date of the transaction 

13 December 2022

f)

Place of the transaction 

n/a

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Andrew Freeman

2 

Reason for the notification 

a) 

Position/status 

PDMR

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Mitchells & Butlers plc

b) 

LEI 

213800JHYNDNB1NS2W10

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 

Ordinary shares in Mitchells & Butlers plc (Shares)

GB00B1FP6H53

b)

Nature of the transaction

Option granted to PDMR on 13 December 2022 under the Restricted Share Plan.

This option will be exercisable for 90 days following vesting. No performance measures are applied on vesting, but the Committee will take into account the following factors (amongst others) when determining whether to exercise its discretion to adjust the number of shares vesting:

• The Committee undertakes a thorough 'quality of earnings' assessment every year prior to the finalisation of any annual bonus outcomes. It is proposed that these will also be used to inform the assessment of awards under the RSP. The annual quality of earnings assessment takes into account financial performance as well as guest experience and employee engagement along with a broader-based holistic assessment of business performance and the achievement of KPIs;

• Whether there has been material damage to the reputation of the Company (in such circumstances, responsibility and hence any adjustments to the level of vesting may be allocated collectively or individually to participants); and

• That the business has a stable and appropriate capital structure in place following the cessation of restrictions on trade due to the Covid-19 pandemic that enables the recovery of the business and execution of the Company's strategic priorities.

Subject to a dividend being paid or payable, and once, and to the extent that, the shares under the option granted have vested, the participant will be granted a further option over Dividend Accrued Shares.

c) 

Price(s) and volume(s) 

 The option is granted over a maximum of 53,367 Shares. The share price used to determine the number of Shares under option was £2.361 per Share.

No amount was payable on the grant of the option.

d)

Aggregated information 

 - Aggregated volume 

 - Price

 N/A (single transaction)

e) 

Date of the transaction 

13 December 2022

f)

Place of the transaction 

n/a