1st Nov 2007 15:03
Imperial Tobacco Group PLC01 November 2007 Imperial Tobacco Group PLC (the "Company") Directors and Persons Discharging Managerial Responsibility ("PDMRs") Interests Imperial Tobacco Group Long Term Incentive Plan New Awards The following directors and PDMRs were conditionally awarded ordinary shares of10 pence each in the Company under the Twelfth Annual Imperial Tobacco GroupLong Term Incentive Plan (the "LTIP") on 31 October 2007. The awards will vest,free of charge, on 31 October 2010 in proportion to the extent that theperformance criteria are achieved. Vesting takes the form of the grant of anoption exercisable, upon payment of the notional exercise price, at any timeuntil the seventh anniversary of the date of grant of the option. DIRECTOR Conditional Awards Granted 31 October 2007 Gareth Davis 76,730Robert Dyrbus 35,247Graham Blashill 17,163Alison Cooper 17,368 PDMR Conditional Awards Granted 31 October 2007 Kathryn Turner 9,378Matthew Phillips 7,355 Under the terms of the LTIP the awards are split into three elements. First Element Fifty per cent of the award with a performance criterion based on average growthin adjusted Earnings Per Share based on an agreed protocol ("EPS"), afteradjusting for inflation over the period of the award. At the RemunerationCommittee's request, the Auditors perform agreed upon procedures on thecalculations. 12.5 per cent of this element (ie 6.25 per cent of the totalaward) vests if average annual EPS growth, after adjusting for UK inflation("Real Annual EPS Growth"), equals three per cent and 100 per cent of thiselement (ie 50 per cent of the total award) vests if Real Annual EPS Growthequals or exceeds 10 per cent. Between these two points this element vests on astraight-line basis. Second Element Twenty five per cent of the award with a performance criterion based on TotalShareholder Return ("TSR") relative to the FTSE 100 Index as described below. The performance criterion for this element is based on a sliding scale dependingon TSR achieved over the relative period. No vesting of this element occursunless the Company's TSR ranks it in the top 50 of the companies constitutingthe FTSE 100 Index. At this performance threshold 30 per cent of this element (i.e. 7.5 per cent ofthe total award) vests. If the return ranks the Company in the top 25 of theIndex, this element (ie 25 per cent of the total award) vests in full. Betweenthese thresholds this element vests on a straight-line basis. Third Element Twenty-five per cent of the award with a performance criterion based on TSRrelative to a bespoke comparator group as described below. The performance criterion for this element is also based on a sliding scaledepending on TSR achieved over the relevant period. No vesting of this element occurs unless the Company's TSR exceeds that of thebottom six companies constituting the comparator group comprising 12 tobacco andalcohol companies as detailed below. At this performance threshold, 30 per centof this element (ie 7.5 per cent of the total award) vests. If the return ranksthe Company in the top three of the comparator group, this element (ie 25 percent of the total award) vests in full. Between these thresholds this elementvests on a straight-line basis. Altria Group Inc British American Tobacco PLC Carlsberg A/S Diageo PLC Heineken N.V. Imperial Tobacco Group PLC Interbrew SA Japan Tobacco Inc Pernod Ricard SA Reynolds American Inc SABMiller PLC Scottish & Newcastle PLC If one of the comparator group companies is acquired prior to the granting of anaward, a suitable replacement will be made. For any corporate actions affectinga comparator group company during an award period the intention would be tomirror the actions of a passive investor, eg for an equity bid the new sharesoffered in exchange for the original company would be held for the remainder ofthe award period. The TSR calculations use share prices averaged over a period of three months todetermine the initial and closing prices rather than those ruling on a singleday. It is assumed that the cash flow of dividend payments is recognised on thedate the shares are declared ex-dividend. This method is considered to give afairer and less volatile result as improved performance has to be sustained forseveral weeks before it effectively impacts on the TSR calculations. All shareprices and dividend flows are converted to sterling on the applicable date toensure that the calculations reflect the return achievable by a UK basedinvestor. The TSR calculations themselves are performed independently by Alithos Limited. Each element operates independently and is capable of vesting regardless of theCompany's performance in respect of the other elements. The Company's Remuneration Committee may vary, but not increase, the extent towhich a conditional award vests to ensure that it only vests, and at anappropriate level, if there has been an improvement in the underlying financialperformance of the Company, including the maintenance of long-term return oncapital employed. There is no opportunity to retest if any of the performance criteria are notachieved. Vesting of Previous Award Following achievement of the performance criterion in respect of the NinthAnnual Award made under the Imperial Tobacco Group LTIP, the directors and PDMRslisted below will be granted the following options over the Company's ordinaryshares of 10 pence each on 9 November 2007 Under the terms of the Ninth Annual LTIP award, vesting is on a sliding scaledepending on average growth in basic EPS adjusted under the terms of therelevant protocol over the performance period. No vesting occurs unless theCompany's Real Annual EPS Growth equals or exceeds 3 per cent. Full vestingoccurs if Real Annual EPS Growth is equal to or exceeds 10 per cent. Betweenthese two points the award vests on a straight-line basis. In respect of the performance period for the Ninth Annual Award, the Company'saverage annual EPS growth, upon which the Auditors have performed their agreedupon procedures, was 9.42 per cent. Therefore, 91.77 per cent of the conditionalaward will vest on 9 November 2007. Vesting takes the form of the grant of an option exercisable, upon payment ofthe notional exercise price, at any time until the seventh anniversary of thedate of grant of the option. DIRECTOR AWARDS VESTING/ OPTIONS GRANTED Gareth Davis 39,014Robert Dyrbus 24,754Graham Blashill 7,892Alison Cooper 8,968David Cresswell 17,758 PDMR AWARDS VESTING/ OPTIONS GRANTED Kathryn Turner 8,610Matthew Phillips 2,152 T M WilliamsDeputy Company Secretary Enquiries Alex Parsons Group Media Relations Manager Tel: +44 (0)117 933 7241 Copies of our announcements are available on our website:www.imperial-tobacco.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Imperial Brands