REG - Smiths News PLC - Director/PDMR Shareholding

Smiths NewsAnnouncement

29/12/2021 17:40

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RNS Number : 9858W  Smiths News PLC  29 December 2021

Smiths News plc
Director/PDMR Shareholding

Smiths News plc (the "Company") announces that it has been notified of the
following transactions in the Company's ordinary 5p shares undertaken by
directors / persons discharging managerial responsibility:

Long Term Incentive Plan FY2022 - 2024 ('LTIP')

The following awards were granted as conditional awards, where a participant
may receive an allocation of shares following the normal vesting date, subject
to the extent to which the applicable performance conditions have been
satisfied at the end of the three-year performance period and their continuing
employment at that time.

As indicated in the Company's Directors' Remuneration Report (published as
part of the Company's 2021 Annual Report and Accounts on 16 December 2021),
the Company confirms that the vesting of the LTIP award will depend on the
achievement of the following performance conditions:

 

                      End-to-end Free Cash Flow (FCF) in FY2024 only   Relative TSR vs the FTSE Small Cap Index over the three year period   Proportion exercisable

 Performance Period   29 August 2021 to 31 August 2024

 Performance Targets  Below £36.4m                                     Below Median                                                          Zero
                      £36.4m                                           Median                                                                20%
                      Between £36.4m and £40.4m                        Between Median and Upper Quartile                                     20%-100%
                      £40.4m or more                                   Upper Quartile                                                        100%

 

 

 

The Company has considered carefully the level of target performance and the
corresponding performance range for each measure to ensure that they are
sufficiently stretching and promote long-term sustainable success.

The vested shares will be subject to a holding period of two years from the
vesting date and subject to customary malus and clawback events.  The value
of any dividends accrued, in the form of dividend equivalents, will normally
be paid in shares at the end of period (third anniversary) based on the number
of vested shares and will also be subject to the holding period of two years
from the vesting date.

No consideration was paid for the grant of the award. For the purposes of this
award, the grant was made at a share price of 37.7p.

 Name of Participant  Form of Award      Normal Vesting Date                                                             Maximum Number of Shares

 Jonathan Bunting     Conditional award  The day following the end of the performance period on which  the performance   1,241,856
                                         conditions have been assessed and notified to the Participant
 Paul Baker           Conditional award  The day following the end of the performance period on which  the performance   809,018
                                         conditions have been assessed and notified to the Participant

 

As noted in the Company's Directors' Remuneration Report, the LTIP grant
levels are equivalent to 100% of base salary at grant.

 

The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the EU Market Abuse Regulation.

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Jonathan Bunting

 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Smiths News plc

 b)   LEI                                                          2138004033ONVOOQXB02

 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  Ordinary 5p shares

      Identification code                                          ISIN: GB00B17WCR61

 b)   Nature of the transaction                                    Grant of 1,241,856 nil cost options pursuant to the Long Term Incentive Plan

 c)   Price(s) and volume(s)

                                                                                         Price(s)              Volume(s)
                                                                                         Nil consideration     1,241,856

 d)   Aggregated information                                       n/a single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      29 December 2021

 f)   Place of the transaction                                     Grant of the options took place outside of a trading venue

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Paul Baker

 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                                                         Smiths News plc

 b)   LEI                                                          2138004033ONVOOQXB02

 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  Ordinary 5p shares

      Identification code                                          ISIN: GB00B17WCR61

 b)   Nature of the transaction                                    Grant of 809,018 nil cost options pursuant to the Long Term Incentive Plan

 c)   Price(s) and volume(s)

                                                                                        Price(s)             Volume(s)
                                                                                        Nil consideration    809,018

 d)   Aggregated information                                       n/a single transaction

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      29 December 2021

 f)   Place of the transaction                                     Grant of the options took place outside of a trading venue

 

 

 

 

Karen Mills

Deputy Company Secretary

 

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