Hill & Smith PLC ('Hill & Smith' or 'the Company')
Director and PDMR Shareholdings
19 March 2024
Hill & Smith announces the following dealings by Directors and PDMRs of the Company in connection with its employee share plan arrangements.
Hill & Smith 2023 Long-Term Incentive Plan - 2024 LTIP Award.
On 19 March 2024 the Company granted awards under the Hill & Smith 2023 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 £18.84, 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 32,245 ordinary shares;
ii. Hooman Caman Javvi (Chief Operating Officer) has been granted an award over 25,212 ordinary shares;
iii. Nicholas Adcock (Group President) has been granted an award over 14,331 ordinary shares; and
iv. Tim Tehan (Group President) has been granted an award over 16,985 ordinary shares.
The vesting of the LTIP is subject to the achievement of performance conditions assessed over the three-year performance period 2024 - 2027, details of which will be included in the Directors' Remuneration Report for the year ended 31 December 2023.
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.
Hill & Smith 2023 Long-Term Incentive Plan - Buy-out Award.
In addition, Tim Tehan was also granted an award in the form of a conditional award over 54,309 ordinary shares in the company. These awards reflect an award that Tim Tehan forfeited at his previous employer and were agreed as part of his recruitment package. The awards and their vesting dates are set out below.
| Buy-Out Award | Number of Shares | Vesting Date |
| Buy-Out Award | 21,724 | 1 March 2025 |
| Buy-Out Award | 21,724 | 1 March 2026 |
| Buy-Out Award | 10,861 | 1 March 2027 |
Deferred Bonus Plan awards in respect of 2023 bonuses
On 19 March 2024 the Company granted awards under the rules of its Deferred Bonus Plan in respect of bonuses earned for the year ended 31 December 2023. The Company confirms that:
i. Hannah Nichols has been granted an award over 11,865 ordinary shares; and
ii. Hooman Caman Javvi has been granted an award over 3,244 ordinary shares;
The awards will vest following the end of a two-year deferral period.
2024 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 2024 LTIP award i. Grant of award under the Deferred Bonus Plan
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| (d) | Price(s) and volume(s) |
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| (e) | Aggregated information: - Aggregated volume - Price |
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| (f) | Date of the transaction | 19 March 2024 | ||||||
| (g) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| (a) | Name | Hooman Caman Javvi | ||||||
| 2. | Reason for the notification | |||||||
| (a) | Position/status | Chief Operating 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 | i. Grant of 2024 LTIP award ii. Grant of award under the Deferred Bonus Plan
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| (d) | Price(s) and volume(s) |
| ||||||
| (e) | Aggregated information: - Aggregated volume - Price |
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| (f) | Date of the transaction | 19 March 2024 | ||||||
| (g) | Place of the transaction | Outside a trading venue | ||||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| (a) | Name | Nicholas Adcock | ||||
| 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 2024 LTIP award
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| (d) | Price(s) and volume(s) |
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| (e) | Aggregated information: - Aggregated volume - Price |
N/A Single transaction | ||||
| (f) | Date of the transaction | 19 March 2024 | ||||
| (g) | Place of the transaction | Outside a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| (a) | Name | Tim Tehan | ||||||
| 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 2024 LTIP award ii. Grant of Buyout award | ||||||
| (d) | Price(s) and volume(s) |
| ||||||
| (e) | Aggregated information: - Aggregated volume - Price |
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| (f) | Date of the transaction | 19 March 2024 | ||||||
| (g) | Place of the transaction | Outside a trading venue | ||||||
As a result of these transactions:
i. Hannah Nichols holds share options over 196,373 ordinary shares in the Company;
ii. Hooman Caman Javvi holds share options over 87,349 ordinary shares in the Company;
iii. Nicholas Adcock holds share options over 14,331 ordinary shares in the Company; and
iv. Tim Tehan holds share options over 71,294 ordinary shares in the Company.
Enquiries:
Alex Henderson
Company Secretary
0121 704 7430
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