Imperial Brands plc

02/18/2021 | Press release | Distributed by Public on 02/18/2021 07:21

Director/PDMR Shareholding

IMPERIAL BRANDS PLC

Legal Entity Identifier (LEI) No. 549300DFVPOB67JL3A42

Directors and Persons Discharging Managerial Responsibility ('PDMRs') Interests

Imperial Brands PLC (the 'Company') Long Term Incentive Plan

On 15 February 2021, the Company made the following grant of awards under the 2021 Imperial Brands Long Term Incentive Plan (the 'LTIP') to PDMRs:

PDMR

No. of LTIP awards granted

Stefan Bomhard

297,388

Dominic Brisby

68,295

Joerg Biebernick

64,948

Alison Clarke

65,617

Javier Huerta

72,313

Murray McGowan

53,565

The Remuneration Committee has taken into account the share price performance over the year and the concerns expressed by a number of shareholders about the level of Stefan Bomhard's salary on appointment as Chief Executive Officer. He and the Remuneration Committee agreed that the face value of his 2021 LTIP award should be reduced, on an exceptional basis, from 350% of salary to 315%, a reduction of 10% of the face value of the usual annual award. The number of shares under award reflects this adjustment.

Further to the commitment in its Annual Report and Accounts 2020, the Company confirms that the performance measures and targets (which should not be construed as guidance) in respect of the annual Imperial Brands LTIP grant made on 15 February 2021 are:

Adjusted Earnings per Share Growth Element

This criterion determines the vesting of 40 per cent of the shares under award with the following vesting schedule:

Compound annual adjusted EPS growth*

Shares vesting (as a percentage of element)

Less than 2% per annum

nil

2% per annum

25%

2% to 4.8% per annum

Between 25% and 100% (pro rata)

4.8% per annum or higher

100%

Net Debt/EBITDA Element

The net debt/EDITDA criterion determines the vesting of 20 per cent of the shares under award with the following vesting schedule:

At the end of the Financial Year Ending 30 September 2023*

Shares vesting (as a percentage of element)

Less than 2.00x

nil

2.00x

25%

2.00x-+1.8 x

Between 25% and 100% (pro rata)

1.8 x or higher

100%

The level of the gearing criterion assumes an additional shareholder distribution will be made either via share buybacks or special dividends during the period in line with the Group's capital allocation policy. To the extent the shareholder distribution is increased above the assumed level during the period, there is an agreed formula to raise the gearing target accordingly so as to incentivise incremental shareholder returns during the period. Similarly, if the shareholder distribution is reduced, the target gearing will be lowered. This will reinforce alignment of this measure to the Group's capital allocation policy and shareholder value creation.

Average Annual Return on Invested Capital (ROIC)*

Shares vesting (as a percentage of element)

Less than 16.6%

nil

16.6%

25%

Between 16.6% and 17.5%

Between 25% and 100% (pro rata)

17.5% or greater

100%

*All the financial measures are measured on a constant currency basis which consistent with the approach agreed by the Remuneration Committee of Imperial Brands and has been in place since 2015.

Total Shareholder Return Element

The relative total shareholder return ('TSR') criterion is used for 20 per cent of the award. The peer group used for the assessment of relative TSR is:

Altria Group

Anheuser-Busch InBev

Beiersdorf

British American Tobacco

Brown-Forman

Carlsberg

Clorox

Constellation Brands

Diageo

Heineken

Henkel

Japan Tobacco

Kimberly-Clark

Kirin Holdings

L'Oreal

Monster Beverage

Pernod Ricard

Pepsico

Philip Morris International

Procter & Gamble

Reckitt Benckiser Group

Swedish Match

Uni Charm

Unilever PLC

Vesting of awards on this element would occur as per the vesting schedule below:

Relative TSR performance

Shares vesting (as percentage of element)

Below median of peer group

nil

At median of peer group

25%

Between median and upper quartile

Between 25% and 100% (pro rata)

At or above upper quartile

100%

Each element operates independently and is capable of vesting regardless of the Company's performance in respect of the other elements. The Remuneration Committee retains the discretion under the rules of the 2021 LTIP to adjust up or down including to zero the number of shares that vest taking into account a number of factors including personal or corporate performance and circumstances that were unforeseen at the date of grant.

Details of individual awards are provided below:

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

STEFAN ANDREAS BOMHARD

2

Reason for the notification

a)

Position/status

EXECUTIVE DIRECTOR - CHIEF EXECUTIVE OFFICER

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

297,388

d)

Aggregated information

- Aggregated volume

- Price

297,388

NOT APPLICABLE

e)

Date of the transaction

15 FEBRUARY 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

DOMINIC JAMES BRISBY

2

Reason for the notification

a)

Position/status

PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

68,295

d)

Aggregated information

- Aggregated volume

- Price

68,295

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

JOERG BIEBERNICK

2

Reason for the notification

a)

Position/status

PDMR - DIVISION DIRECTOR, EUROPE

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

64,948

d)

Aggregated information

- Aggregated volume

- Price

64,948

NOT APPLICABLE

e)

Date of the transaction

15 FEBRUARY 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

ALISON JANE CLARKE

2

Reason for the notification

a)

Position/status

PDMR - CHIEF PEOPLE AND CULTURE OFFICER

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

Not Applicable

65,617

d)

Aggregated information

- Aggregated volume

- Price

65,617

NOT APPLICABLE

e)

Date of the transaction

15 FEBRUARY 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

JAVIER ESTERBAN HUERTA RUIZ

2

Reason for the notification

a)

Position/status

PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

72,313

d)

Aggregated information

- Aggregated volume

- Price

72,313

NOT APPLICABLE

e)

Date of the transaction

15 FEBRUARY 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

MURRAY HENRY MCGOWAN

2

Reason for the notification

a)

Position/status

PDMR - GROUP STRATEGY AND TRANSFORMATION DIRECTOR

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD GRANTED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

53,565

d)

Aggregated information

- Aggregated volume

- Price

53,565

NOT APPLICABLE

e)

Date of the transaction

15 FEBRUARY 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

On 15 February 2021 the LTIP granted on 15 February 2018 vested in part, with the remainder lapsing. Details of the individual award vesting and lapsing are detailed below.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

OLIVER REGINALD TANT

2

Reason for the notification

a)

Position/status

EXECUTIVE DIRECTOR - CHIEF FINANCIAL OFFICER

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

11,184

d)

Aggregated information

- Aggregated volume

- Price

11,184

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

OLIVER REGINALD TANT

2

Reason for the notification

a)

Position/status

EXECUTIVE DIRECTOR - CHIEF FINANCIAL OFFICER

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

59,856

d)

Aggregated information

- Aggregated volume

- Price

59,856

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

DOMINIC JAMES BRISBY

2

Reason for the notification

a)

Position/status

PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

5,607

d)

Aggregated information

- Aggregated volume

- Price

5,607

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

DOMINIC JAMES BRISBY

2

Reason for the notification

a)

Position/status

PDMR - DIVISION DIRECTOR AMERICAS, AFRICA, ASIA AND AUSTRALASIA

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

30,011

d)

Aggregated information

- Aggregated volume

- Price

30,011

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

JOERG BIEBERNICK

2

Reason for the notification

a)

Position/status

PDMR - DIVISION DIRECTOR, EUROPE

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

5,358

d)

Aggregated information

- Aggregated volume

- Price

5,358

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

JOERG BIEBERNICK

2

Reason for the notification

a)

Position/status

PDMR - DIVISION DIRECTOR, EUROPE

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

28,677

d)

Aggregated information

- Aggregated volume

- Price

28,677

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

WALTER NORBERT PRINZ

2

Reason for the notification

a)

Position/status

PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD VESTING UNDER LONG TERM INCENTIVE PLAN (including Dividend Roll-up Shares)

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

6,058

d)

Aggregated information

- Aggregated volume

- Price

6,058

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

WALTER NORBERT PRINZ

2

Reason for the notification

a)

Position/status

PDMR - GROUP MANUFACTURING AND SUPPLY CHAIN DIRECTOR

b)

Initial notification /Amendment

INITIAL NOTIFICATION

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

IMPERIAL BRANDS PLC

b)

LEI

549300DFVPOB67JL3A42

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, type of instrument

Identification code

ORDINARY SHARES

GB0004544929

b)

Nature of the transaction

CONDITIONAL AWARD LAPSED UNDER LONG TERM INCENTIVE PLAN

c)

Price(s) and volume(s)

Price(s)

Volume(s)

NOT APPLICABLE

32,422

d)

Aggregated information

- Aggregated volume

- Price

32,422

NOT APPLICABLE

e)

Date of the transaction

15 February 2021

f)

Place of the transaction

OUTSIDE A TRADING VENUE

Trevor Williams

Deputy Company Secretary

Copies of our announcements are available on our website: www.imperialbrandsplc.com/Investors/Stock-Exchange-announcements