Director/PDMR Shareholding

RNS Number : 1475P

Smiths Group PLC

19 October 2012

 

19 OCTOBER 2012

SMITHS GROUP PLC (issuer)

DTR 3.1.4R(1)

NOTIFICATION OF TRANSACTIONS OF DIRECTORS AND PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY (PDMRs) PURSUANT TO DTR 3.1.4R(1)(a)

VESTING OF CONDITIONAL SHARE AWARDS

On 18 October 2012 the 4-year conditional share awards granted under the Smiths Group Value Sharing Plan and certain Divisional Value Sharing Plans ("VSP") on 28 July 2008 vested in accordance with the VSP rules.

On the same date, Smiths Group plc ordinary shares of 37.5p ("shares") were released on the vesting of the matching awards granted on 15 October 2009 under the Company's Co-Investment Plan ("CIP") in accordance with the CIP rules.

The Director and PDMRs of the Company listed in Table 1 below received the number of shares shown in Cols C and D of the table against their names, in satisfaction of the vesting of their respective awards under VSP and/or CIP.  The numbers of shares shown in Col. E of the table against their names were sold, over the three business days up to and including 18 October 2012, in order to finance the income tax and NIC or social security charges that they have incurred as a result of their awards vesting.  The weighted average price per share at which these shares were sold was 1064.43p per share.

Table 1

Col. A	Col. B	Col. C	Col. D	Col. E
Name	Status	Shares acquired under VSP	Shares acquired under CIP	Shares sold in market
Mr P. Bowman	Director	175,193	62,919	124,129
Mr J.B.F. Jones *	PDMR	30,495	Nil	15,898
Mr M.P. Maginnis	PDMR	Nil	14,361	7,487
Mr S. Seshadri	PDMR	61,841	19,616	36,748
Mr W.T. Smith	PDMR	4,383	11,114	6,992

* VSP award granted on 1 February 2009

Mr Seshadri will transfer to his spouse the unsold balance of the shares released to him.

The 4-year divisional VSP award granted on 28 July 2008 to Mr M.P. Maginnis did not vest and has lapsed.

2012 AWARDS UNDER CIP

On 19 October 2012 the Company received notifications in respect of the Directors and PDMRs listed in Table 2 below that, over the three business days up to and including 18 October 2012, they had purchased the numbers of shares shown in Col. C of Table 2 against their names in order to participate in the 2012 grant of conditional share awards under CIP.  The purchase price of the shares listed in Col. C of Table 2 was 1064.43p per share (being the weighted average price per share of all the shares acquired over the three-day period).  Pursuant to the Rules of CIP, on 19 October 2012 the Company granted performance-related conditional share awards to these Directors and PDMRs over the numbers of shares shown in Col. D of Table 2 against their names (such award numbers representing, in each case, shares with a total market value at close on 18 October 2012 equal to two times the amount (before deduction of income tax) invested by the individual in acquiring the shares shown against his name in Col. C of Table 2).  The resulting interests of the Directors and PDMRs in shares are shown against their names in Col. E of Table 2 (where applicable, inclusive of the net shares acquired as reported in Table 1 above).

Table 2

Col. A	Col. B	Col. C	Col. D	Col. E
Name	Status	Shares purchased	No. of shares over which a conditional share award was granted under CIP on 19 Oct 2012	Total interests in shares following all notifications
Mr P. Bowman	Director	27,217	107,704	435,197
Mr P.A. Turner	Director	9,084	35,950	40,870
Mr M.H.C. Herlihy	PDMR	6,486	25,667	21,619
Mr J.B.F. Jones	PDMR	3,160	12,503	26,279
Mr M.P. Maginnis	PDMR	3,262	12,909	17,464
Mr T. Nolan	PDMR	5,836	23,096	16,832
Mr M. Reckitt	PDMR	6,415	25,384	8,859
Mr S. Seshadri	PDMR	6,818	26,982	203,616
Mr W.T. Smith	PDMR	7,808	30,899	94,914

2012 AWARDS UNDER LTIP

On 19 October 2012 the Company granted conditional share awards under the Smiths Group Long Term Incentive Plan 2011 ("LTIP") over shares to the Directors and PDMRs in accordance with the LTIP rules, as set out below.

For participants with group-wide responsibilities vesting will be dependent on achievement of three separate performance conditions: relative total shareholder return: growth in earnings per share: and cash conversion.  Details of the awards under the Group LTIP are as follows (the number of shares stated being the maximum available on full vesting):

Table 3

Name	Status	No. of shares over which a conditional share award was granted under LTIP on 19 Oct 2012
Mr P. Bowman	Director	226,937
Mr P.A. Turner	Director	73,800
Mr M.H.C. Herlihy	PDMR	44,280
Mr J.B.F. Jones	PDMR	29,981
Mr T. Nolan	PDMR	31,711
Mr M. Reckitt *	PDMR	19,095

For participants with divisional responsibilities, the vesting will be dependent upon three separate performance conditions relating to the participant's division: underlying revenue growth; operating margin, and cash conversion. Details of the awards under the Divisional LTIPs are as follows (the number of shares stated being the maximum available on full vesting):

Table 4

Name	Status		No. of shares over which a conditional share award was granted under LTIP on 19 Oct 2012
Mr D. Gillis (John Crane)		PDMR	42,886
Mr M.P. Maginnis (Detection)		PDMR	34,594
Mr M. Reckitt * (Interconnect)	PDMR		28,643
Mr S. Seshadri (Medical)		PDMR	35,738
Mr W.T. Smith (Flex Tek)		PDMR	32,724

*    Mr M. Reckitt has dual responsibilities as Group Strategy Director and as Divisional General Manager, Interconnect. 40% of the total award granted to Mr Reckitt (shown in Table 3 above) is in respect of his Group responsibilities and is subject to the Group performance conditions; the balance of Mr Reckitt's award (shown in Table 4 above) is in respect of his divisional responsibilities and is subject to the Interconnect divisional performance conditions.

Name of contact and telephone number for queries: NEIL BURDETT - 020 7808 5574

Name of duly authorised officer of issuer responsible for making notification: NEIL BURDETT

Date of notification:  19 OCTOBER 2012

 

END

 

 

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