2 April 2025
Hill & Smith PLC ('Hill & Smith' or 'the Company')
Director and PDMR Shareholdings
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 - 2025 Award ('LTIP')
On 1 April 2025 (the 'Grant Date'), the Company granted awards under the Hill & Smith 2023 Long Term Incentive Plan to the Directors / PDMRs as set out below:
| Director / PDMR | Director / PDMR | Job Title | Type of award | Number of shares |
| Director | Rutger Helbing | Chief Executive Officer | Nil-cost option | 68,496 |
| PDMR | Tim Tehan | Group President | Conditional award | 18,327 |
| PDMR | Nick Adcock | Group President | Nil-cost option | 15,850 |
The number of shares over which the awards were granted was calculated based on a share price of £17.46, that being the closing mid-market price from the day immediately preceding the date of grant.
The Awards will vest based on the achievement of relative Total Shareholder Return (40%), Underlying EPS Growth (50%) and the Company's reduction in greenhouse gas ("GHG") emissions (10%) over a 3-year performance period. The detailed performance conditions will be provided in the 2025 Directors' Remuneration Report.
The Awards will (subject to the achievement of the performance conditions) vest following the end of the performance period, for Rutger Helbing as an Executive Director, the LTIP may not ordinarily be exercised until the end of a further two-year holding period.
Deferred Bonus Plan awards in respect of 2024 bonuses
On 1 April 2025 the Company granted awards under the rules of its Deferred Bonus Plan in respect of bonuses earned for the year ended 31 December 2024. The Company confirms that:
| Director / PDMR | Director / PDMR | Job Title | Type of award | Number of shares |
| Director | Rutger Helbing | Chief Executive Officer | Nil-cost option | 6,755 |
| PDMR | Hannah Nichols | Group President | Nil-cost option | 11,846 |
| PDMR | Nick Adcock | Group President | Nil-cost option | 3,486 |
The awards will vest following the end of a two-year deferral period.
The Notification of Dealing Forms for the above transactions are set out below:
Notification of Dealing Form for Rutger Helbing
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| (a) | Name | Rutger Helbing | ||||
| 2. | Reason for the notification | |||||
| (a) | Position/status | Chief Executive Officer | ||||
| (b) | Initial notification/ Amendment | Initial notification | ||||
| 3. | Details of the issuer | |||||
| (a) | Name | Hill & Smith PLC | ||||
| (b) | LEI | 2138003A3ISGQZBOWI83 | ||||
| 4.1 | 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 nil-cost options under the Hill & Smith 2023 Long Term Incentive Plan | ||||
| (d) | Price(s) and volume(s) |
| ||||
| (e) | Aggregated information: - Aggregated volume - Price | N/A | ||||
| (f) | Date of the transaction | 1 April 2025 | ||||
| (g) | Place of the transaction | Outside a trading venue | ||||
| 4.2 | 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 nil-cost options under the Hill & Smith Deferred Bonus Plan
| ||||
| (d) | Price(s) and volume(s) |
| ||||
| (e) | Aggregated information: - Aggregated volume - Price | N/A | ||||
| (f) | Date of the transaction | 1 April 2025 | ||||
| (g) | Place of the transaction | Outside a trading venue | ||||
Notification of Dealing Form for Nicholas Adcock
| 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 | ||||
| 4.1 | 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 nil-cost options under the Hill & Smith 2023 Long Term Incentive Plan | ||||
| (d) | Price(s) and volume(s) |
| ||||
| (e) | Aggregated information: - Aggregated volume - Price | N/A | ||||
| (f) | Date of the transaction | 1 April 2025 | ||||
| (g) | Place of the transaction | Outside a trading venue | ||||
| 4.2 | 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 nil-cost options under the Hill & Smith Deferred Bonus Plan
| ||||
| (d) | Price(s) and volume(s) |
| ||||
| (e) | Aggregated information: - Aggregated volume - Price | N/A | ||||
| (f) | Date of the transaction | 1 April 2025 | ||||
| (g) | Place of the transaction | Outside a trading venue | ||||
Notification of Dealing Form for Tim Tehan
| 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 | Grant of a Conditional Award under the Hill & Smith 2023 Long Term Incentive Plan | ||||
| (d) | Price(s) and volume(s) |
| ||||
| (e) | Aggregated information: - Aggregated volume - Price | N/A | ||||
| (f) | Date of the transaction | 1 April 2025 | ||||
| (g) | Place of the transaction | Outside a trading venue | ||||
Notification of Dealing Form for Hannah Nichols
| 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 nil-cost options under the Hill & Smith Deferred Bonus Plan
| ||||
| (d) | Price(s) and volume(s) |
| ||||
| (e) | Aggregated information: - Aggregated volume - Price | N/A | ||||
| (f) | Date of the transaction | 1 April 2025 | ||||
| (g) | Place of the transaction | Outside a trading venue | ||||
Enquiries:
Karen Atterbury
Company Secretary
0121 704 7430
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