Mitchells & Butlers PLC — Director's Dealing 2018

Nov 29, 2018

National Storage Mechanism | Additional information

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RNS Number : 9435I

Mitchells & Butlers PLC

29 November 2018

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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.

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 exercise/vesting.

c) 

Price(s) and volume(s) 

The option is granted over a maximum of 375,000 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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.

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 exercise/vesting.

c) 

Price(s) and volume(s) 

The option is granted over a maximum of 219,521 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Gary John

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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 91,910 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Susan Martindale

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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 88,234 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Chris Hopkins

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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 88,234 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Greg McMahon

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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 81,800 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Susan Chappell

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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 80,881 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Nick Crossley

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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 80,881 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

29 November 2018

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

This notification has been made in accordance with the requirements of the EU Market Abuse Regulation.

1 

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Dennis Deare

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 28 November 2018 in respect of the FY 2019-2021 performance cycle for the 2013 Performance Restricted Share Plan.

This option will be exercisable for the two-year period following the end of the performance cycle, subject to the satisfaction of performance conditions and on payment of the option exercise price of a nominal £1. The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend accrued shares that may be received by the participant in respect of any Shares that vest under the option).

The performance conditions are such that;

-	75% of the award is linked to the achievement of cumulative Operating Cashflow targets in the period 2019/21; and
-	25% is linked to Total Shareholder Return (TSR) compared to that of a peer group comprising EI Group, Greene King, Marston's, The Restaurant Group and Wetherspoon (JD) over the period 2019/21.

The cashflow definition that will be used as a measure in the plan is "Operating Cash Flow before adjusted items, movements in working capital and additional pension contributions".

The cashflow targets, which have been set on a cumulative basis, are as follows:

Operating Cash Flow 2019-2021	Vesting of this element
Less than £1,332m	Nil
£1,332m	25%
Between £1,332m and £1,362m	Straight line between 25% and 100%
£1,362m or greater	100%

The TSR targets are as follows:

M&B's TSR versus the Peer Group	Vesting of this element
Below TSR of median ranked company	Nil
At TSR of median ranked company	25%
Between TSR of median ranked company and TSR of median ranked company plus 8.5% p.a.	Straight line between 25% and 100%
At TSR of median ranked company plus 8.5% p.a. or higher*	100%

* The margin of out-performance of the TSR of the median ranked company shall be calculated on a compound basis. 

The TSR element of the award is subject to a share price underpin and awards may only be exercised where the Mitchells & Butlers share price has equalled or exceeded the share price at the date of the award within six months of the vesting date. If this condition is not met, then the TSR related award lapses.

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 80,881 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for 27 November 2018).

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 

28 November 2018

f)

Place of the transaction 

n/a

Enquiries:

Denise Burton

Deputy Company Secretary

0121 498 6514

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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