REG - Hill & Smith PLC - Director/PDMR Shareholding

Hill & SmithAnnouncement

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RNS Number : 3359D  Hill & Smith PLC  14 October 2025

14 October 2025

HILL & SMITH PLC

("Hill & Smith" or the "Company")

Grant of Nil-Cost Options

On 13 October 2025 (the "Grant Date") the Company granted awards in the form
nil-cost options over a total of 67,211 ordinary shares in the Company to
Chris McLeish, the Company's Chief Financial Officer, comprising:

 

(a)   five standalone awards over the number of shares specified in the
table below, which reflect three deferred bonus and two long-term incentive
awards forfeited by Chris McLeish as a result of him ceasing to be an employee
of his previous employer, Ibstock plc, in order to join Hill & Smith, as
agreed as part of his recruitment package (the "Buyout Awards")

 

                                    Number of Hill & Smith shares      Exercisable from
 2023 Deferred Bonus Buy-Out Award  5,088                              16 March 2026
 2023 LTIP Buy-Out Award            19,789                             03 April 2028
 2024 Deferred Bonus Buy-Out Award  1,782                              22 March 2027
 2024 LTIP Buy-Out Award            24,082                             03 April 2029
 2025 Deferred Bonus Buy-Out Award  3,552                              20 March 2028

 

(b)   an award under the Hill & Smith 2023 Long Term Incentive Plan (the
"LTIP") over 12,918 Shares (the "2025 LTIP Award").

 

Buyout Awards

 

The buy-out arrangements were structured in accordance with the principles set
out in the Company's approved Remuneration Policy, in particular that they
should be made on a comparable basis to the remuneration arrangements
forfeited. The structure of the awards mirrors as far as is reasonably
practicable what was forfeited on leaving Ibstock, and the conversion into
Hill & Smith shares on joining provides alignment with Hill & Smith
shareholders. The LTIP Buyout Awards are, therefore, subject to the same
performance conditions and post-vesting holding period as the forfeited
Ibstock LTIP awards. Further details will be contained within the 2025
Directors' Remuneration Report.

 

The Buyout Awards will become exercisable on the same dates as the awards they
replace (in the case of the LTIP Buyout Awards, provided the Company's
Remuneration Committee can assess the extent to which the performance
conditions are met).

 

The number of ordinary shares over which the Buyout Awards were granted was
based on the average mid-market closing share price of Hill & Smith and
Ibstock plc for the thirty business days prior to the Grant Date, as derived
from the London Stock Exchange daily official list.

The exercise of the Buyout Awards will not be satisfied with an issue of
shares or a transfer of treasury shares.

2025 LTIP Award

The 2025 LTIP Award reflects the 2025 award granted under the LTIP to the
Company's CEO (and certain other employees) on 1 April 2025. However,
recognising that a proportion of the performance period has elapsed, the award
has been granted with a value representing 60% of Chris McLeish's base salary
as at the Grant Date (rather than the maximum annual LTIP award value of 150%
permitted for the CFO by the Company's Directors' Remuneration Policy).

The number of shares over which the 2025 LTIP Award was granted was calculated
based on a share price of £20.90 being the closing mid-market share price on
the day immediately preceding the Grant Date.

As per the CEO's 2025 award, the 2025 LTIP Award will vest based on the
achievement of performance conditions based on relative Total Shareholder
Return (40%), Underlying EPS Growth (50%) and the Company's reduction in
greenhouse gas emissions (10%) over a 3-year performance period. The detailed
performance conditions will be provided in the 2025 Directors' Remuneration
Report. The 2025 LTIP Award will (subject to the achievement of the
performance conditions) vest following the end of the performance period, and
may not ordinarily be exercised until the end of a further two-year holding
period.

General

As a result of these transactions Chris McLeish holds options over 67,211
ordinary shares in the Company.

The Notification of Dealing Forms set out below are provided in accordance
with the requirements of the UK Market Abuse Regulation.

Enquiries:

Karen Atterbury

Company Secretary

0121 704 7430

 

Buyout Awards

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             Chris McLeish
 2.   Reason for the notification
 (a)  Position/status                                  Chief Financial Officer
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 (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          Nil-cost options over ordinary shares of £0.25 each
      Identification code of the Financial Instrument  GB0004270301
 (b)  Nature of the transaction                        Grant of nil-cost options to acquire ordinary shares in the Company in
                                                       compensation for awards forfeited on leaving former employer
 (c)  Price(s) and volume(s)                           Price(s)  Volume
                                                       Nil       19,789
                                                       Nil       24,082
                                                       Nil       5,088
                                                       Nil       1,782
                                                       Nil       3,552
 (d)  Aggregated information:

      -       Aggregated volume                        54,293

                                                       Nil

      -       Price
 (e)  Date of the transaction                          13 October 2025
 (f)  Place of the transaction                         Outside a trading venue

(d)

Aggregated information:

-       Aggregated volume

 

-       Price

 

54,293

Nil

(e)

Date of the transaction

13 October 2025

(f)

Place of the transaction

Outside a trading venue

 

 

2025 LTIP Award

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             Chris McLeish
 2.   Reason for the notification
 (a)  Position/status                                  Chief Financial Officer
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 (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          Nil-cost option over ordinary shares of £0.25 each
      Identification code of the Financial Instrument  GB0004270301
 (b)  Nature of the transaction                        Grant of 2025 LTIP award (in the form of a nil-cost option to acquire ordinary
                                                       shares in the Company)
 (c)  Price(s) and volume(s)                           Price(s)  Volume
                                                       Nil       12,918
 (d)  Aggregated information:

      -       Aggregated volume                        12,918

                                                       Nil

      -       Price
 (e)  Date of the transaction                          13 October 2025
 (f)  Place of the transaction                         Outside a trading venue

(d)

Aggregated information:

-       Aggregated volume

 

-       Price

 

12,918

Nil

(e)

Date of the transaction

13 October 2025

(f)

Place of the transaction

Outside a trading venue

 

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