Director/PDMR Shareholding

RNS Number : 1374H

Smiths Group PLC

26 November 2015

26 NOVEMBER 2015

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)

1. GRANTS OF CONDITIONAL SHARE AWARDS TO NEW DIRECTORS

On 26 November 2015 the Company granted share awards to Mr Andrew Reynolds Smith and Mr Chris O'Shea, the executive directors of the Company, in accordance with the terms agreed with each of them on their recruitment pursuant to Listing Rule LR9.4.2R.

Mr Andrew Reynolds Smith was granted:

1. a conditional share award over 86,893 ordinary shares of Smiths Group plc ('Shares') of which 35% will vest on 30 June 2016 and 65% will vest on 30 June 2017, provided that Mr Reynolds Smith has not resigned or been summarily dismissed before the relevant vesting date); and

2. a conditional share award over 133,010 Shares which will vest in three tranches - 60% after the announcement of the annual results for 2017/18; 20% after the announcement of the annual results for 2018/19; and 20% after the announcement of the annual results for 2019/20. The vesting of each tranche of the award will be subject to and determined by the same performance conditions as apply to the awards under the Company's shareholder-approved Long Term Incentive Plan that vest at the same time. The vesting of a tranche of the award is also conditional upon Mr Reynolds Smith not resigning or being summarily dismissed before the relevant vesting date.

Mr Chris O'Shea was granted a conditional share award over 71,938 Shares which will vest in equal instalments on 18 September 2016 and 18 September 2017, the first and second anniversaries of his start date as an employee of the Company, provided that Mr O'Shea has not resigned or been summarily dismissed before the relevant vesting date.

2. 2015 AWARDS UNDER LTIP 2015

On 26 November 2015 the Company granted conditional share awards under the Smiths Group Long Term Incentive Plan 2015 ('LTIP') in accordance with the LTIP rules (as approved at the Annual General Meeting on 17 November 2015).

For the Directors and PDMRs with group-wide responsibilities, shown in Table 1 below, vesting of these awards will be dependent on the Company's achievements in relation to four separate performance conditions over a three-year performance period, namely: (a) revenue growth; (b) growth in earnings per share; (c) cash conversion; and (d) return on capital employed. The awards granted to Directors and PDMRs under the Group LTIP are as follows (the number of Shares stated being the maximum available on full vesting under all four performance conditions):

Table 1

Name	Status	No. of Shares over which a conditional share award was granted under LTIP on 26 Nov 2015
Mr A. Reynolds Smith	Director	226,524
Mr C.M. O'Shea	Director	119,796
Mr S.C. Beesley	PDMR	26,621
Mr S. Bracone	PDMR	33,276
Mr. M.H.C. Herlihy	PDMR	39,932
Mr J.B.F. Jones	PDMR	35,091
Mr A. Lappin	PDMR	26,621
Mr T. Nolan	PDMR	36,302

For PDMRs with divisional responsibilities, shown in Table 2 below, vesting will be dependent upon the achievement of four separate performance conditions, relating to the participant's division, over a three-year performance period.

The awards granted to PDMRs under the Divisional LTIPs are as follows (the number of Shares stated being the maximum available on full vesting under all four performance conditions applicable to the relevant Division):

Table 2

Name	Status		No. of Shares over which a conditional share award was granted under LTIP on 26 Nov 2015
Mr R.H.C. Carter (Interconnect)		PDMR	36,302
Mr D. Gillis (John Crane)		PDMR	62,218
Mr R. Ingram (Smiths Detection)		PDMR	43,562
Mr J. McCaulley (Smiths Medical)		PDMR	60,748
Mr W.T. Smith (Flex Tek)		PDMR	38,212

3. 2015 AWARDS UNDER SMP

The Smiths Group Share Matching Plan ('SMP') requires selected senior executives (but not executive directors of the Company) to invest 25% (after deduction of tax and social security charges) of the annual bonus (if any) paid to them in respect of the previous financial year in the purchase of Shares and provides them with the option of purchasing an additional, equal number of Shares (i.e. investing a total of 50% of their after tax bonus) ('Invested Shares'). The Company then grants to the participant a conditional share award over the number of Shares that has a market value equivalent to twice the gross (i.e. pre-tax) cost of the participant's Invested Shares at the date of the grant ('Matching Share Award').

On 26 November 2015 the Company received notifications in respect of the PDMRs listed in Table 3 below that, on 25 November 2015, they had purchased, on the London Stock Exchange, the numbers of Shares shown in Col. C of Table 3 against their names, in order to participate in the 2015 grant of conditional share awards under SMP. The weighted average purchase price of the Shares listed in Col. C of Table 3 was 1034.9p per Share for the UK-based participants and 1035.156p per Share for the US-based participants (indicated by an asterisk in Table 3).

Pursuant to the Rules of SMP, on 26 November 2015 the Company granted Matching Share Awards to these PDMRs over the numbers of Shares shown in Col. D of Table 3 against their names. Vesting of the Matching Share Awards is conditional upon the participant retaining ownership of his Invested Shares for a three-year retention period and satisfaction of performance conditions relating to (a) revenue growth; (b) growth in earnings per share; (c) cash conversion; and (d) return on capital employed, measured over a three-year performance period.

Table 3

Col. A	Col. B	Col. C	Col. D
Name	Status	Shares purchased on 25 Nov 2015	No. of Shares over which a SMP Matching Share Award was granted on 26 Nov 2015
Mr S.C. Beesley	PDMR	5,827	23,514
Mr S. Bracone	PDMR	6,996	28,232
Mr R.H.C. Carter	PDMR	3,904	15,755
Mr D. Gillis *	PDMR	3,692	14,907
Mr M.H.C. Herlihy	PDMR	8,355	33,718
Mr R. Ingram	PDMR	9,833	39,682
Mr J.B.F. Jones	PDMR	3,584	14,464
Mr A. Lappin	PDMR	3,268	13,190
Mr J. McCaulley *	PDMR	13,686	55,246
Mr T. Nolan	PDMR	7,560	30,508
Mr W.T. Smith *	PDMR	4,452	17,973

4. INTERESTS IN SHARES

The interests of the PDMRs in Shares after the purchases referred to in Table 3 are shown against their names in Table 4 below.

Table 4

Name	Status	Total interests in shares following all notifications
Mr S.C. Beesley	PDMR	67,458
Mr S. Bracone	PDMR	8,778
Mr R.H.C. Carter	PDMR	36,699
Mr D. Gillis	PDMR	29,221
Mr M.H.C. Herlihy	PDMR	88,579
Mr R. Ingram	PDMR	11,678
Mr J.B.F. Jones	PDMR	58,604
Mr A. Lappin	PDMR	15,655
Mr J. McCaulley	PDMR	16,659
Mr T. Nolan	PDMR	71,437
Mr W.T. Smith	PDMR	205,408