Director/PDMR Shareholding
Billington Holdings Plc announced that executive directors Mark Smith, Trevor Taylor, and Dave Jones exercised options under the Long Term Incentive Plan and awards under the Deferred Bonus Plan. The LTIP performance condition was met at 66.21%, allowing for the vesting of options. Following the exercise, a portion of the resulting shares were sold to cover tax liabilities, with Mark Smith selling 20,996 shares, Trevor Taylor selling 17,247 shares, and Dave Jones selling 2,445 shares at a price of 390 pence each.
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Exercise of options under the Company's Long Term Incentive Plan and exercise of awards under the Deferred Bonus Plan
Billington Holdings Plc (AIM: BILN), one of the UK's leading structural steel and construction safety solutions specialists, confirms the exercise of share options over ordinary shares of 10p each in the Company ("Ordinary Shares") pursuant to the rules of Long Term Incentive Plan ("LTIP") and the exercise of awards under the under the Deferred Bonus Plan ("DBP") by the following Company Executive Directors, who are Persons Discharging Managerial Responsibility (PDMRs) under the UK Market Abuse Regulation (MAR).
The exercise of LTIP options and DBP awards has been satisfied by way of transfer from the Employee Share Ownership Trust ("ESOT"). The effect of the transactions is that the Executive Directors retain the maximum number of Billington Ordinary Shares arising, after a proportion of such shares were then sold to cover the associated tax and National Insurance liabilities.
Long Term Incentive Plan awards (the "Plan" or "LTIP")
The Performance period for the options under the Plan was the three consecutive financial years, starting on 1 January 2023 and ending 31 December 2025 with the performance condition for this award requiring the Group to achieve a cumulative statutory underlying Profit Before Tax (PBT) range of £25 million (25% vests), with vesting increasing on a straight line basis up to £31million (100% vests), for the three years.
66.21% of the performance condition was achieved and 66.21% of options under this Plan have therefore vested.
The following Executive Directors/PDMRs have exercised options under this Plan:
Mark Smith
Mark Smith has exercised LTIP options in respect of 44,672 Ordinary Shares at nil consideration. 20,996 Ordinary Shares were sold to cover associated tax and National Insurance liabilities.
Trevor Taylor
Trevor Taylor has exercised LTIP options in respect of 36,695 Ordinary Shares at nil consideration. 17,247 Ordinary Shares were sold to cover associated tax and National Insurance liabilities.
Dave Jones
Dave Jones has exercised LTIP Options in respect of 5,202 Ordinary Shares at nil consideration. 2,445 Ordinary Shares were sold to cover associated tax and National Insurance liabilities.
Exercise of Awards under the Company's Deferred Bonus Plan ("DBP")
Under the DBP, the Executive Directors receive a portion of their bonus entitlement in the form of an award of Ordinary Shares. These Ordinary Shares are held by the Company's Employee Share Ownership Trust ("ESOT") for a period of three years from the date of award. At the end of this period the Ordinary Shares are released to the awardee for nil consideration subject to the rules of the Deferred Bonus Plan.
The following Executive Directors/PDMRs have exercised DBP awards received in respect of financial year 2022 bonuses:
Mark Smith
Mark Smith has exercised DBP awards in respect of 29,267 Ordinary Shares at nil consideration. 13,755 Ordinary Shares were sold to cover associated tax and National Insurance liabilities.
Trevor Taylor
Trevor Taylor has exercised DBP awards in respect of 21,950 Ordinary Shares at nil consideration. 10,316 Ordinary Shares were sold to cover associated tax and National Insurance liabilities.
Following the above transactions, the interests of the Executive Directors in Ordinary Shares are:
| Director | Total direct shareholding in the Company | Total shareholding under Deferred Bonus Plan (DBP) (held in ESOT) | Total number of LTIP options held | Total number of SAYE Scheme options held | Total potential % shareholding including DBP shares, LTIP options and SAYE Scheme options* |
| Mark Smith | 240,562 | 51,280 | 221,185 | 2,973 | 3.9% |
| Trevor Taylor | 188,063 | 40,584 | 182,022 | 2,973 | 3.1% |
| David Jones | 8,705 | 1,006 | 32,319 | 2,973 | 0.3% |
| *Assumes future issuance satisfied from ESOT | |||||
| a) | Name | Mark Smith | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Chief Executive Officer | |||
| b) | Initial notification/ Amendment | Initial Notification | |||
| a) | Name | Billington Holdings Plc | |||
| b) | LEI | 213800MUHLXWQQ6MEN67 | |||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 10p each GB0000332667 | |||
| b) | Nature of the transaction | 1. Exercise of Options under LTIP 2. Exercise of Award under Deferred Bonus Plan 3. Sale of Ordinary Shares 4. Sale of Ordinary Shares | |||
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1. Nil 2. Nil 3. 390 p 4. 390 p 44,672 29,267 20,996 13,755 | |||
| d) | Aggregated information - Aggregated volume - Price | As above | |||
| e) | Date of the transaction | 21 April 2026 | |||
| f) | Place of the transaction | 1,2 Off Market 3,4 London Stock Exchange | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | Trevor Michael Taylor | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Chief Operating Officer | |||
| b) | Initial notification/ Amendment | Initial Notification | |||
| a) | Name | Billington Holdings Plc | |||
| b) | LEI | 213800MUHLXWQQ6MEN67 | |||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 10p each GB0000332667 | |||
| b) | Nature of the transaction | 1. Exercise of Options under LTIP 2. Exercise of Award under Deferred Bonus Plan 3. Sale of Ordinary Shares 4. Sale of Ordinary Shares | |||
| c) | Price(s) and volume(s) | Price(s) 1. Nil 2. Nil 3. 390 p 4. 390 p Volume(s) 36,695 21,950 17,247 10,316 | |||
| d) | Aggregated information - Aggregated volume - Price | As above | |||
| e) | Date of the transaction | 21 April 2026 | |||
| f) | Place of the transaction | 1, 2 Off Market 3,4 London Stock Exchange | |||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
| a) | Name | David Andrew Jones | |||
| 2 | Reason for the notification | ||||
| a) | Position/status | Chief Financial Officer | |||
| b) | Initial notification/ Amendment | Initial Notification | |||
| a) | Name | Billington Holdings Plc | |||
| b) | LEI | 213800MUHLXWQQ6MEN67 | |||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 10p each GB0000332667 | |||
| b) | Nature of the transaction | 1. Exercise of Options under LTIP 2. Sale of Ordinary Shares | |||
| c) | Price(s) and volume(s) | Price(s) 1. Nil 2. 390 p Volume(s) 5,202 2,445 | |||
| d) | Aggregated information - Aggregated volume - Price | As above | |||
| e) | Date of the transaction | 21 April 2026 | |||
| f) | Place of the transaction | 1 Off Market 2 London Stock Exchange | |||
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