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RNS Number : 9090T Hill & Smith PLC 22 March 2023
Hill & Smith PLC ('Hill & Smith' or 'the Company')
Director and PDMR Shareholdings
22 March 2023
Hill & Smith announces the following dealings by Directors and PDMRs of
the Company in connection with its employee share plan arrangements.
Hill & Smith 2014 Long-Term Incentive Plan - 2023 LTIP Award
On 16 March 2023 the Company granted awards under the Hill & Smith 2014
Long Term Incentive Plan (the "LTIP"). The following awards have been
granted in the form of rights to acquire ordinary shares in the Company based
on a share price of £12.98, that being the Mid-Market Quote from the day
immediately preceding the date of grant:
i. Hannah Nichols (Chief Financial Officer) has been granted an
award over 36,067 ordinary shares;
ii. Hooman Javvi (Group President) has been granted an award over
21,186 ordinary shares; and
iii. Denise Beachy (Group President) has been granted an award over
24,070 ordinary shares.
In addition, Hooman Javvi was also granted an award in the form of a tax
qualifying option, in accordance with the provisions of the Hill & Smith
2014 Executive Share Option Scheme (the "ESOS"), over 2,311 ordinary shares
with an exercise price of £12.98 per ordinary share on terms that 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.
The vesting of the LTIP is subject to the achievement of performance
conditions assessed over the three-year performance period 2023 - 2026,
details of which will be included in the Directors' Remuneration Report for
the year ended 31 December 2022.
The Awards will (subject to the achievement of the performance conditions)
vest following the end of the performance period, but for Executive Directors,
the LTIP may not ordinarily be exercised until the end of a further two-year
holding period.
Deferred Bonus Plan awards in respect of 2022 bonuses
On 16 March 2023 the Company granted awards under the rules of its Deferred
Bonus Plan in respect of bonuses earned for the year ended 31 December 2022.
The Company confirms that:
i. Hannah Nichols has been granted an award over 13,298 ordinary
shares;
ii. Hooman Javvi has been granted an award over 3,664 ordinary shares;
and
iii. Denise Beachy has been granted an award over 5,212 ordinary shares.
The awards will vest following the end of a two-year deferral period.
2023 LTIP award
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Name Hannah 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 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 Grant of 2023 LTIP award
(d) Price(s) and volume(s) Price(s) Volume
Nil 36,067
(e) Aggregated information N/A single transaction
(f) Date of the transaction 16 March 2023
(g) Place of the transaction Outside a trading venue
(e)
Aggregated information
N/A single transaction
(f)
Date of the transaction
16 March 2023
(g)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Name Hooman Javvi
2. Reason for the notification
(a) Position/status Group President
(b) Initial notification/ Amendment Initial notification
3. Details of the issuer
(a) Name Hill & Smith 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 2023 LTIP award
ii. Grant of costed option under the Executive Share Option Scheme
(d) Price(s) and volume(s) Price(s) Volume
Nil 21,186
£12.98 2,311
(e) Aggregated information Price(s) Volume
Nil 21,186
£12.98 2,311
(f) Date of the transaction 16 March 2023
(g) Place of the transaction Outside a trading venue
(e)
Aggregated information
Price(s) Volume
Nil 21,186
£12.98 2,311
(f)
Date of the transaction
16 March 2023
(g)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Name Denise Beachy
2. Reason for the notification
(a) Position/status Group President
(b) Initial notification/ Amendment Initial notification
3. Details of the issuer
(a) Name Hill & Smith 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 Grant of 2023 LTIP award
(d) Price(s) and volume(s) Price(s) Volume
Nil 24,070
(e) Aggregated information N/A single transaction
(f) Date of the transaction 16 March 2023
(g) Place of the transaction Outside a trading venue
(e)
Aggregated information
N/A single transaction
(f)
Date of the transaction
16 March 2023
(g)
Place of the transaction
Outside a trading venue
2023 Deferred Bonus Plan Award
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Name Hannah 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 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 Grant of award under the Deferred Bonus Plan
(d) Price(s) and volume(s) Price(s) Volume
Nil 13,298
(e) Aggregated information N/A single transaction
(f) Date of the transaction 16 March 2023
(g) Place of the transaction Outside a trading venue
(e)
Aggregated information
N/A single transaction
(f)
Date of the transaction
16 March 2023
(g)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Name Hooman Javvi
2. Reason for the notification
(a) Position/status Group President
(b) Initial notification/ Amendment Initial notification
3. Details of the issuer
(a) Name Hill & Smith 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 Grant of award under the Deferred Bonus Plan
(d) Price(s) and volume(s) Price(s) Volume
Nil 3,664
(e) Aggregated information N/A single transaction
(f) Date of the transaction 16 March 2023
(g) Place of the transaction Outside a trading venue
(e)
Aggregated information
N/A single transaction
(f)
Date of the transaction
16 March 2023
(g)
Place of the transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/person closely
associated
(a) Name Denise Beachy
2. Reason for the notification
(a) Position/status Group President
(b) Initial notification/ Amendment Initial notification
3. Details of the issuer
(a) Name Hill & Smith 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 Grant of award under the Deferred Bonus Plan
(d) Price(s) and volume(s) Price(s) Volume
Nil 5,212
(e) Aggregated information N/A single transaction
(f) Date of the transaction 16 March 2023
(g) Place of the transaction Outside a trading venue
(e)
Aggregated information
N/A single transaction
(f)
Date of the transaction
16 March 2023
(g)
Place of the transaction
Outside a trading venue
As a result of these transactions:
i. Hannah Nichols holds share options over 172,340
ordinary shares in the Company;
ii. Hooman Javvi holds share options over 55,115
ordinary shares in the Company; and
iii. Denise Beachy holds share options over 66,491
ordinary shares in the Company.
Enquiries:
Alex Henderson
Company Secretary
0121 704 7430
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