Director/PDMR Shareholding
Smiths News plc has announced the grant of conditional awards under its Long Term Incentive Plan to Chief Executive Officer Jonathan Bunting and Chief Financial Officer Richard Clay. Bunting received a maximum of 1,003,757 ordinary shares, while Clay received 653,905 ordinary shares, both with nil consideration. Vesting of these awards, granted on February 2, 2026, is contingent on achieving relative Total Shareholder Return against the FTSE Small Cap Index and final year profit from growth and diversified activities by August 26, 2028. Any vested shares will be subject to a two-year holding period and potential malus and clawback provisions.
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The following awards were granted to, and accepted by, Jonathan Bunting (Chief Executive Officer) and Richard Clay (Chief Financial Officer) as conditional awards, where a participant may receive an allocation of shares following the normal vesting date, subject to (i) the extent to which the applicable performance conditions have been satisfied at the end of the three-year performance period and (ii) their continuing employment at that time.
As indicated in the Company's Directors' Remuneration Report (published as part of the Company's 2025 Annual Report and Accounts on 16 December 2025), the Company confirms that the extent of any vesting of this LTIP award will depend on the achievement of the following performance conditions:
| Relative TSR vs FTSE Small Cap Index (excluding investment trusts) over the three-year performance period 70% weighting | Final Year Profit from Growth and Diversified Activities in FY2028 30% weighting | Proportion exercisable | |
|---|---|---|---|
| Performance Period | 1 September 2025 to 26 August 2028 | ||
| Performance Targets | Below Median | Below £4.29m | Zero |
| Median | £4.29m | 25% | |
| Between Median and Upper Quartile | Between £4.29m and £6.90m | 25%-100% | |
| Upper Quartile | £6.90m | 100% |
The Company has considered carefully the level of target performance and the corresponding performance range for each performance measure to ensure that they are sufficiently stretching and promote long-term sustainable success.
Any vested shares will be subject to a holding period of two years from the vesting date and will be subject to customary malus and clawback events. The value of any dividends accrued, in the form of dividend equivalents, will normally be paid in cash at the end of period (third anniversary) based on the number of vested shares.
No consideration was paid for the grant of the award. For the purposes of this award, the grant was made at a share price of 66.01p.
| Name of Participant | Form of Award | Normal Vesting Date | Maximum Number of Shares |
|---|---|---|---|
| Jonathan Bunting | Conditional award | The day following the end of the performance period on which the performance conditions have been assessed and notified to the Participant | 1,003,757 |
| Richard Clay | Conditional award | The day following the end of the performance period on which the performance conditions have been assessed and notified to the Participant | 653,905 |
As noted in the Company's Directors' Remuneration Report, the LTIP grant levels are equivalent to 125% of base salary at grant for the Chief Executive Officer and 110% of base salary at grant for the Chief Financial Officer.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Jonathan Bunting |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Smiths News plc |
| b) | LEI | 2138004033ONVOOQXB02 |
| a) | Description of the financial instrument, type of instrument | Ordinary 5p shares |
| Identification code | ISIN: GB00B17WCR61 | |
| b) | Nature of the transaction | Grant of 1,003,757 nil cost options pursuant to the Long Term Incentive Plan |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| Nil consideration | 1,003,757 | |
| d) | Aggregated information | n/a single transaction |
| - Aggregated volume | ||
| - Price | ||
| e) | Date of the transaction | 2 February 2026 |
| f) | Place of the transaction | Grant of the options took place outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Richard Clay |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Smiths News plc |
| b) | LEI | 2138004033ONVOOQXB02 |
| a) | Description of the financial instrument, type of instrument | Ordinary 5p shares |
| Identification code | ISIN: GB00B17WCR61 | |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| Nil consideration | 653,905 | |
| d) | Aggregated information | n/a single transaction |
| - Aggregated volume | ||
| - Price | ||
| e) | Date of the transaction | 2 February 2026 |
| f) | Place of the transaction | Grant of the options took place outside of a trading venue |
Person responsible for arranging release of this announcement:
Karen Mills, Deputy Company Secretary
Smiths News plc
Rowan House
Cherry Orchard North
Kembrey Park
Swindon
SN2 8UH
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.