Last checked at 26 Sep 2014 18:21
26 SEPTEMBER 2014
SMITHS GROUP PLC (issuer)
DTR 3.1.4R(1)
NOTIFICATION OF TRANSACTIONS OF DIRECTORS AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) PURSUANT TO DTR 3.1.4R(1)(a)
1. VESTING OF CONDITIONAL SHARE AWARDS
On 25 September 2014 the conditional share awards granted on 16 December 2011 under the Smiths Group Long-Term Incentive Plan 2011 and its Divisional Long-Term Incentive Plans ("LTIP") partially vested in accordance with the LTIP rules.
On the same date, the matching share awards granted on 24 October 2011 under the Company's Co-Investment Plan ("CIP") vested in accordance with the CIP rules.
The Directors and PDMRs of the Company listed in Table 1 below received the number of Smiths Group plc ordinary shares of 37.5p ("shares") shown in Cols C and D of the table against their names, in satisfaction of the vesting of their respective awards under LTIP and CIP. The numbers of shares shown in Col. E of the table against their names were sold, over the four business days up to and including 25 September 2014, in order to finance the income tax and National Insurance contributions or social security charges that they have incurred as a result of their awards vesting. The weighted average price per share at which these shares were sold was 1276.6792p per share. The net number of shares retained, after financing tax etc., is shown in Col F.
Table 1
Col. A | Col. B | Col. C | Col. D | Col. E | Col. F |
Name | Status | Shares acquired under LTIP | Shares acquired under CIP | Shares sold in market | Shares retained |
Mr P. Bowman | Director | 49,558 | 95,377 | 68,256 | 76,679 |
Mr P.A. Turner | Director | 16,116 | 33,781 | 23,499 | 26,398 |
Mr S.C. Beesley | PDMR | 1,692 | 8,972 | 5,023 | 5,641 |
Mr R.H.C. Carter | PDMR | 2,839 | 10,964 | 6,501 | 7,302 |
Mr M.H.C Herlihy | PDMR | 9,066 | 23,638 | 15,402 | 17,302 |
Mr J.B.F. Jones | PDMR | 7,857 | 15,489 | 10,995 | 12,351 |
Mr T. Nolan | PDMR | 6,925 | 19,102 | 12,258 | 13,769 |
Mr W.T. Smith | PDMR | 34,022 | 36,187 | 35,175 | 35,034 |
2. 2014 AWARDS UNDER LTIP
On 26 September 2014 the Company granted conditional share awards under the Smiths Group Long Term Incentive Plan 2011 ("LTIP") in accordance with the LTIP rules.
For the Directors and PDMRs with group-wide responsibilities, shown in Table 2 below, vesting will be dependent on the achievement of three separate performance conditions over a three-year performance period, namely: relative total shareholder return: growth in earnings per share: and cash conversion. The awards granted under the Group LTIP are as follows (the number of shares stated being the maximum available on full vesting):
Table 2
Name | Status | No. of shares over which a conditional share award was granted under LTIP on 26 Sep 2014 |
Mr P. Bowman | Director | 200,796 |
Mr P.A. Turner | Director | 63,745 |
Mr S.C. Beesley | PDMR | 21,912 |
Mr S. Bracone | PDMR | 27,390 |
Mr. M.H.C. Herlihy | PDMR | 31,872 |
Mr J.B.F. Jones | PDMR | 28,884 |
Mr T. Nolan | PDMR | 29,880 |
For PDMRs with divisional responsibilities, shown in Table 3 below, vesting will be dependent upon the achievement of six separate performance conditions, relating to the participant's division, over a three-year performance period, namely: organic revenue growth; inorganic revenue growth (apart from the Detection division, which has a performance condition relating to its return on capital employed, excluding acquisitions); new product vitality index; growth in China, MyVoice employee engagement index; and quality improvement. The awards granted under the Divisional LTIPs are as follows (the number of shares stated being the maximum available on full vesting):
Table 3
Name | Status | No. of shares over which a conditional share award was granted under LTIP on 26 Sep 2014 | |
Mr R.H.C. Carter (Interconnect) | PDMR | 29,880 | |
Mr D. Gillis (John Crane) | PDMR | 43,848 | |
Mr R. Ingram (Smiths Detection) | PDMR | 44,621 | |
Mr J. McCaulley (Smiths Medical) | PDMR | 56,578 | |
Mr W.T. Smith (Flex Tek) | PDMR | 27,581 | |
3. 2014 AWARDS UNDER CIP
On 26 September 2014 the Company received notifications in respect of the Directors and PDMRs, listed in Table 4 below, that, over the four days to and including 25 September 2014, they had purchased the numbers of Smiths Group plc ordinary shares of 37.5p ("shares") shown in Col. C of Table 4 against their names, in order to participate in the 2014 grant of conditional share awards under CIP. The weighted average purchase price of the shares listed in Col. C of Table 4 was 1276.6792p per share. Pursuant to the Rules of CIP, on 26 September 2014 the Company granted performance-related conditional share awards to these Directors and PDMRs over the numbers of shares shown in Col. D of Table 4 against their names (such award numbers representing, in each case, shares with a total market value at close on 25 September 2014 equivalent to two times the amount (before deduction of income tax) invested by the individual in acquiring the shares shown against his name in Col. C of Table 4).
Table 4
Col. A | Col. B | Col. C | Col. D |
Name | Status | Shares purchased | No. of shares over which a conditional share award was granted under CIP on 26 Sep 2014 |
Mr P. Bowman | Director | 12,495 | 51,203 |
Mr P.A. Turner | Director | 4,328 | 17,737 |
Mr S.C. Beesley | PDMR | 2,732 | 11,197 |
Mr S. Bracone | PDMR | 1,782 | 7,304 |
Mr R.H.C. Carter | PDMR | 2,665 | 10,921 |
Mr D. Gillis | PDMR | 9,208 | 37,736 |
Mr M.H.C. Herlihy | PDMR | 3,826 | 15,681 |
Mr R. Ingram | PDMR | 1,361 | 5,577 |
Mr J.B.F. Jones | PDMR | 3,628 | 14,870 |
Mr J. McCaulley | PDMR | 2,973 | 12,185 |
Mr T. Nolan | PDMR | 2,479 | 10,159 |
Mr W.T. Smith | PDMR | 5,490 | 22,496 |
4. INTERESTS IN SHARES
The resulting interests of the Directors and PDMRs in shares are shown against their names in Table 5 below.
Table 5
Name | Status | Total interests in shares following all notifications |
Mr P. Bowman | Director | 610,599 |
Mr P.A. Turner | Director | 87,605 |
Mr S.C. Beesley | PDMR | 13,536 |
Mr S. Bracone | PDMR | 1,782 |
Mr R.H.C. Carter | PDMR | 28,356 |
Mr D. Gillis | PDMR | 15,931 |
Mr M.H.C. Herlihy | PDMR | 62,741 |
Mr R. Ingram | PDMR | 1,361 |
Mr J.B.F. Jones | PDMR | 45,762 |
Mr J. McCaulley | PDMR | 2,973 |
Mr T. Nolan | PDMR | 48,862 |
Mr W.T. Smith | PDMR | 175,832 |
Name of contact and telephone number for queries: NEIL BURDETT - 020 7808 5574
Name of duly authorised officer of issuer responsible for making notification: NEIL BURDETT
Date of notification: 26 SEPTEMBER 2014