Imperial Brands PLC Director/PDMR Shareholding (3706D)

TIDMIMB

RNS Number : 3706D

Imperial Brands PLC

18 February 2020

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

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

On 17 February 2020, the Company made the following grant of awards under the Imperial Brands Long Term Incentive Plan (the "LTIP") to PDMRs:

 
 PDMR                No. of LTIP awards granted 
 Oliver Tant         102,739 
                    --------------------------- 
 Walter Prinz        53,253 
                    --------------------------- 
 Dominic Brisby      55,890 
                    --------------------------- 
 Joerg Biebernick    53,150 
                    --------------------------- 
 David Newns         24,657 
                    ---------------------------

The Remuneration Committee is cognisant of the current share price and the impact this has on the number of shares awarded if the same percentage of salary was maintained as in previous years. On this occasion the Remuneration Committee has decided that shareholder interests are best served by making awards linked to a percentage of base salary in line with previous years.

Further to the commitment in its Annual Report and Accounts 2019, the Company confirms that the performance measures in respect of the Annual Imperial Brands LTIP grant made on 17 February 2020 will be:

Earnings per Share Element

This criterion is used for 40 per cent of the 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 6% per annum                        Between 25% and 100% 
                                            (pro rata) 
                                          -------------------------- 
 6% per annum or higher                    100% 
                                          --------------------------

*As per the Remuneration Committee's decision in 2014, and all awards since 2015, EPS growth and net revenue growth are measured at constant currency.

Total Net Revenue Growth Element

The net revenue growth criterion is used for 40 per cent of the award with the following vesting schedule:

 
 Compound annual growth in net revenue(**)    Shares vesting (as 
                                               a percentage of element) 
 Less than 1% per annum                       nil 
                                             -------------------------- 
 1% per annum                                 25% 
                                             -------------------------- 
 1% to 4% per annum                           Between 25% and 100% 
                                               (pro rata) 
                                             -------------------------- 
 4% per annum or higher                       100% 
                                             --------------------------

**As per the Remuneration Committee's decision in 2014, and all awards since 2015, EPS growth and net revenue growth are measured at constant currency.

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 now reflects a more relevant group of companies in the consumer goods sector. The companies in the revised peer group are:

 
 Altria Group        Anheuser-Busch   Beiersdorf       British American   Brown-Forman 
                      InBev                             Tobacco 
 Carlsberg           Clorox           Constellation    Diageo             Heineken 
                                       Brands 
                    ---------------  ---------------  -----------------  ----------------- 
 Henkel              Japan Tobacco    Kimberly-Clark   Kirin Holdings     L'Oreal 
                    ---------------  ---------------  -----------------  ----------------- 
 Monster Beverage    Pernod Ricard    Pepsico          Philip Morris      Procter & Gamble 
                                                        International 
                    ---------------  ---------------  -----------------  ----------------- 
 Reckitt Benckiser   Swedish Match    Uni Charm        Unilever PLC 
  Group 
                    ---------------  ---------------  -----------------  -----------------

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 plan to reduce the level of vesting determined by an assessment of the performance conditions, if it is considered to be appropriate having regard to such factors as the Committee considers relevant

There is no opportunity to retest if any of the performance criteria are not achieved.

Details of individual awards are provided below: