RNS Number : 8615U
SABMiller PLC
06 December 2013
 



6 December 2013

 

SABMiller plc (the "Company")

 

Notification of transactions of directors, persons discharging managerial responsibility or connected persons in accordance with DTR 3.1

 

Mr E A G Mackay, a Director of the Company and a Person Discharging Managerial Responsibility (PDMR) was granted a nil-cost share option (the Option) in accordance with the terms of the Company's Executive Share Award Plan 2008 (the Plan) on 5 December 2013 over the number of SABMiller plc US$0.10 ordinary shares (Shares) shown in the table below.  No payment is due on grant of the Option.

The Option relates to a performance share award granted in the form of a provisional allocation of Shares on 1 June 2010 under the Plan. The performance award is only capable of vesting if the Company's Total Shareholder Return (TSR) exceeds the median TSR of a comparator group over a five year performance period. No Shares are eligible for release under the performance award for median performance, but for every £10 million of additional shareholder value created in excess of the median (being the % outperformance of the median multiplied by SABMiller's market capitalisation at the start of the performance period) a fixed number of Shares will be eligible for release. The performance award is subject to testing against the performance condition on the fifth anniversary of the date of grant, but participants may request the Remuneration Committee (the Committee) at its discretion to consider recommending the early release of some or all of the Shares provisionally allocated to them under the performance award after three years from the date of grant. The number of Shares which will be considered for early release will be calculated by reference to performance at the date of the request and no further release of Shares can be requested if there is any future out-performance between the date of the request and the fifth anniversary of the date of grant. A participant may also ask the Committee to recommend the release of Shares in the form of the grant of a nil-cost option over the same fixed number of Shares which would otherwise have been considered for an early release. In December 2013, Mr Mackay asked the Committee to consider recommending the early release of the number of Shares shown in the table below in connection with his 2010 performance award, and to recommend release in the form of the grant of a nil-cost option to Mr Mackay, and the Committee after due consideration agreed so to do.

 

In accordance with the terms of the performance award, the number of Shares to be considered for release was calculated by reference to the Company's TSR performance against its comparator group for the period from 1 April 2010 to 29 November 2013. For this period, SABMiller's TSR was 96.976%, compared with 57.402% for the median of the comparator group. This represents an out-performance of the median by 39.574%, meaning that an additional £10,980 million of shareholder value in excess of the median was created over this period.

 

In accordance with the rules of the Plan and the terms of 2010 performance award, the Option is exercisable immediately over one third of the Shares under the Option and will become exercisable over the remaining two-thirds of the Shares under Option in two further equal tranches on 1 June 2014 and 1 June 2015 (the fourth and fifth anniversaries of the date of grant of the 2010 performance award). The number of Shares under the Option is fixed and there is no opportunity for the number of Shares under Option to be increased in the event of any future TSR out-performance. Two-thirds of the Shares under the Option remain subject to forfeiture in certain circumstances if the participant's employment terminates before the fifth anniversary of the date of the 2010 performance award.

 

Name of PDMR

No. of Shares under Option granted on 5 December 2013

No. of Shares over which Option exercised

No. of Shares over which Option exercisable from 5 December 2013

No. of Shares over which Option exercisable from 1 June 2014

No. of Shares over which Option exercisable from 1 June 2015

E A G Mackay*

241,560

0

80,520

80,520

80,520

 

* Director

 

Total Exercise price of Option on each exercise: £1.

 

Date of transaction: 5 December 2013

 

Place of transaction: London, England

 

John Davidson

General Counsel and Group Company Secretary

SABMiller plc


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