30 July 2010
Mitchells & Butlers plc
Notification of Transaction of Directors, Persons Discharging Managerial Responsibility ('PDMRs') or Connected Persons
Mitchells & Butlers plc (the 'Company') announces that, following the approval of the Mitchells & Butlers plc Long Term Incentive Plan 2010 (the 'Plan') at a General Meeting of the Company held yesterday, 29 July 2010, conditional share awards were granted under the Plan on 30 July 2010 to the Executive Director and PDMRs listed below. Full details of the Plan are set out in the Notice of General Meeting dated 30 June 2010 available at www.mbplc.com/nom.
Participants have been awarded a right to receive ordinary shares in the Company ('Shares') with a value equal to their allocated percentage of the Plan pool as shown in the table below. The size of the Plan pool is linked to the increase in market capitalisation of the Company over a three year performance period. The base market capitalisation of the Company as at the award date is £1,218m*; the hurdle amount which must be exceeded in order for awards to vest is the base market capitalisation plus 10% growth per annum over three years (the 'Hurdle Amount'). The Hurdle Amount will be adjusted downwards to take account of any dividends paid over the performance period. If the market capitalisation does not exceed the Hurdle Amount at the end of the performance period, awards will lapse. The market capitalisation at the end of the performance period will be calculated using the average share price for the three months prior to 29 July 2013.
Vesting of awards will also be dependent on the satisfaction of an additional performance condition linked to adjusted earnings per share ('EPS'). Under the EPS performance condition no award will vest unless the growth in EPS over the three financial years of the Company starting 26 September 2010 is at least equal to the Retail Price Index plus 12 percentage points for the same period.
If the performance conditions are met the value of the Plan pool will be converted into Shares using the market value of a Share at the end of the performance period** and delivered on vesting to participants in accordance with their allocated percentage share of the Plan pool (see below).
50% of the Shares under an award will vest following the determination of satisfaction of the performance conditions. A further 25% of the Shares under an award will vest after 12 months from the determination of satisfaction of the performance conditions and the final 25% will vest after 24 months from the determination.
|Director||Percentage of Plan pool||Earliest Release Date|
|Adam Fowle||10%||November 2013|
|Amanda Coldrick||4%||November 2013|
|Adam Martin||4%||November 2013|
|Roger Moxham||4%||November 2013|
|Saudagar Singh||4%||November 2013|
|Kevin Todd||4%||November 2013|
|Robin Young||4%||November 2013|
Executives who join the Company or are promoted to be eligible as participants within the first two years from the date of approval of the Plan may also receive awards. Such awards will be made on the same basis as outlined above but pro rated to take account of time served. It is anticipated that an award will be made to Tim Jones, whose appointment as Finance Director was announced on 22 June 2010, once he has commenced employment with the Company.
* Calculated using the average closing price of an ordinary share in the Company for the period commencing 22 June 2010 (being the date the Remuneration Committee approved the Plan design) and ending 29 July 2010 (being the date shareholder approval of the Plan was received). Both dates are inclusive.
**The market value of a share at 29 July 2013 will be calculated as the average closing price of a Share in the Company over the three business days including and ending on 29 July 2013.
Deputy Company Secretary
Tel 0121 498 6514