Smiths Group PLC SMIN Director/PDMR Shareholding

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





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
                         PDMR                                           42,886
(John Crane)
Mr M.P. Maginnis
                         PDMR                                           34,594
(Detection)
Mr M. Reckitt *
                    PDMR                                                28,643
(Interconnect)
Mr S. Seshadri (Medical) PDMR                                           35,738
Mr W.T. Smith
                         PDMR                                           32,724
(Flex Tek)





*  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

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


RDSBKCDQPBDDOKD -0- Oct/19/2012 15:59 GMT
 
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