Hill & Smith PLC

Remuneration Information • Mar 13, 2019

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RNS Number : 7857S

Hill & Smith Hldgs PLC

13 March 2019

Hill & Smith Holdings PLC ('Hill & Smith' or 'the Company')

Director and PDMR Shareholdings

13 March 2019

Notification under paragraphs 3.1.2R to 3.1.4R of the Disclosure and Transparency Rules

Hill & Smith 2014 Long-Term Incentive Plan

LTIP Vesting - 2016 Award

Hill & Smith announces that the Remuneration Committee (the 'Committee') has approved the vesting of 100% of the awards that were made on 17 March 2016 to the below Directors and Persons Discharging Managerial Responsibilities in accordance with the rules of the Hill & Smith Holdings PLC 2014 Long-term Incentive Plan (the 'LTIP').

For awards made under the LTIP the Committee, in making such option awards, and using its discretion, specified that subject to the rules of the LTIP the Company would procure the transfer to Mr D W Muir and Mr M Pegler such additional number of award shares as could have been acquired by the reinvestment of dividends paid on the original award shares. Such additional award shares vest in the same proportion as the original award shares. The maximum number of shares to be awarded in this way is to be determined on the basis that each such dividend was reinvested on the date of payment of that dividend at a price per share equal to the market value of a share on that day.

The number of shares vested is net of the tax and National Insurance liability payable by the individual. The individual forfeited an equivalent number of shares in order for the company to meet this liability.

The participants are not required to make any payment for the vesting shares which vest on achievement of specified performance targets of growth in underlying earnings per share and relative total shareholder return.

	Total Award Shares vested
Mr D W Muir	31,310
Mr M Pegler	20,023

Hill & Smith 2014 Long-Term Incentive Plan

LTIP Award - 11 March 2019

On 11 March 2019 the Remuneration Committee of the Company approved the grant of awards 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 D W Muir has been granted a nil-cost option over 56,034 ordinary shares.

The awards were based on a share price of 1160.00p, being the average of the mid-market prices for the three trading days prior to the grant date of 11 March 2019. 

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 which are based upon the growth in the Company's underlying earnings per share and its total shareholder return, over the three year period commencing on 1 January 2019 (the "Vesting Period"). The awards will (subject to the achievement of the performance conditions) vest following the end of the Vesting Period.

Following these events Mr Muir and Mr Pegler have the following interests in the Company's shares:

Individual	Number of shares in which there is a beneficial interest	Total number of shares awarded or subject to options under the LTIP	Total number of shares awarded or subject to options under the ESOS, and SAYE Schemes	Total number of shares awarded or subject to options and to be held for 2 years under the rules of the Deferred Bonus Plan
Mr D W Muir	372,356	150,587	8,204	2,210
Mr M Pegler	74,596	73,316	7,125	1.477

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Mr D W Muir
2.	Reason for the notification
(a)	Position/status	Chief Executive 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.             Vesting of awards ii.            Grant of awards
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		i.         Nil ii.        Nil	i.       31,310 ii.      56,034
(e)	Aggregated information -              Aggregated volume -              Price	87,344 shares Nil Cost
(f)	Date of the transaction	11 March 2019
(g)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Mr M Pegler
2.	Reason for the notification
(a)	Position/status	Group Finance Director
(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	Vesting of awards
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		Nil	20,023
(e)	Aggregated information -              Aggregated volume -              Price	20,023 shares Nil Cost
(f)	Date of the transaction	11 March 2019
(g)	Place of the transaction	Outside a trading venue

Enquiries:

Alex Henderson

Company Secretary

Tel: +44 (0) 121 704 7430

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