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 FY2023 - 2025 ('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 2022 Annual Report and Accounts on 21 December 2022), the Company confirms that the vesting of the LTIP award will depend on the achievement of the following performance conditions:
| |
Free Cash Flow (FCF) in Final Year only (hence FY2025) |
Relative TSR vs FTSE Small Cap Index (excluding investment trusts) over the three year performance period |
Proportion exercisable |
| Performance Period | 28 August 2022 to 30 August 2025 | ||
| Performance Targets | Below £36.6m | Below Median | Zero |
| £36.6m | Median | 20% | |
| Between £36.6m and £41.2m | Between Median and Upper Quartile | 20%-100% | |
| £41.2m 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 50.66p.
| 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 conditions have been assessed and notified to the Participant | 954,196 |
| Paul Baker | Conditional award | The day following the end of the performance period on which the performance conditions have been assessed and notified to the Participant | 621,620 |
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 954,196 nil cost options pursuant to the Long Term Incentive Plan | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | Nil consideration | 954,196 | | |
| | | | | | |
| d)
| Aggregated information | n/a single transaction | |||
| | | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 30 January 2023 | |||
| 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 621,620 nil cost options pursuant to the Long Term Incentive Plan
| |||
| c)
| Price(s) and volume(s) | | | | |
| | | Price(s) | Volume(s) | | |
| | | Nil consideration | 621,620 | | |
| | | | | | |
| d)
| Aggregated information | n/a single transaction | |||
| | | ||||
| - Aggregated volume | | ||||
| | | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 30 January 2023 | |||
| 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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