TIDMANP
RNS Number : 1177K
Anpario PLC
16 September 2016
Anpario plc
("Anpario" or the "Company")
Director/PDMR Shareholding and Share Plan Limits
Anpario announces its position in relation to the Director/PDMR
shareholdings and limits under its share plans.
Through acquisition and organic growth, the profile of Anpario
has changed considerably since it listed on AIM in 2005. One
consequence of this growth is that the Enterprise Management
Incentive ("EMI") share option plan which Anpario has previously
used to incentivise key employees can no longer be used, because it
has now exceeded the statutory limits which apply to EMI plans. The
EMI plan is being replaced by a tax-advantaged Company Share Option
Plan ("CSOP") which allows for the grant of tax advantaged options
over shares worth up to GBP30,000 to each employee. Anpario will
also continue to use its Joint Share Ownership Plan ("JSOP") for
its most senior personnel.
In 2016, Anpario has undergone a major restructuring and made
key new appointments to its senior management team. Anpario
considers it necessary to have in place a competitive senior
executive employment package, including equity awards, for its key
new appointments, and to ensure that existing managers and
directors are properly incentivised.
Anpario has previously discussed with its key shareholders the
number of shares it could grant under its share plans and now
wishes to formalise the position relating to share plan limits and
potential shareholder dilution.
Anpario will therefore apply a limit to the total number of new
shares which may be issued under awards under the CSOP, SAYE, JSOP
and under any other incentive plans which might involve the issue
of new shares. That limit will be that the total number of new
shares over which future awards may be made, when added to the
total number of shares issued and issuable under awards granted
after the date of this notice and any awards which are outstanding
as at the date of this notice, shall not exceed 16.3% of the total
of the number of shares in issue from time to time.
Ordinary Shares issued under the Company's JSOP
Anpario also announces that, on 15 September 2016, it has
allotted a total of 718,295 new Ordinary Shares. The Ordinary
Shares will be issued at a subscription price of 245 pence per
Ordinary Share, being the closing price of an Ordinary Share on 14
September 2016, pursuant to The Anpario plc Employees' JSOP (the
"Plan").
The Ordinary Shares will be issued into the respective joint
beneficial ownership of (i) each of the participating executive
Directors named below and (ii) the trustee of the Trust upon and
subject to the terms of joint ownership agreements ("JOAs")
respectively entered into between the Director concerned, the
Company and the Trustee. The subscription price will be paid by the
Trust out of funds advanced to it by the Company.
Name of Director Jointly Owned Shares
Awarded
Richard Edwards 390,219
Karen Prior 328,076
In addition, 612,143 existing Ordinary Shares, which had been
acquired by the Trustee on the exercise of call options in respect
of shares formerly held in joint ownership, have been transferred
by the Trustee, for no consideration, into the respective joint
beneficial ownership of (i) each of the participating executive
Directors named below and (ii) the Trustee upon and subject to the
terms of the JOAs respectively entered into between the Director
concerned, the Company and the Trustee.
Name of Director Jointly owned Ordinary
Shares Awarded
Richard Edwards 350,000
Karen Prior 262,143
The terms of the JOAs provide, inter alia, that if jointly owned
shares become vested and are sold, the proceeds of sale will be
divided between the joint owners so that the participating Director
receives an amount equal to any growth in the market value of the
jointly owned Ordinary Shares above the initial market value of 245
pence per share, less a "carrying cost" (equivalent to simple
interest at 4.5 per cent per annum on the initial market value) and
the Trust receives the initial market value of the jointly owned
shares plus the carrying cost. Jointly owned Ordinary Shares will
become vested if the participant remains with the Company for a
minimum period of 3 years.
Effect of the transactions
Following the above transactions, the Company's issued share
capital will be 23,004,999 and awards to employees under the
Company's share plans represent 14.1% as follows:
Number of
shares
EMI Scheme 442,900
JSOP 2,550,000
SAYE 25,370
Unapproved
options 195,000
CSOP 30,000
The beneficial interests held by the Directors of the Company
before and after the above transactions and remaining unchanged
are:
Director Ordinary shares EMI options SAYE options
Richard Edwards 202,723 122,400 3,964
Karen Prior 202,836 122,400 3,964
The jointly owned Ordinary Shares held by the Directors of the
Company before and after the above transactions will be:
Director Interests Interests in New interests Interests
in jointly jointly owned in jointly in jointly
owned Ordinary Shares owned Ordinary owned Ordinary
Ordinary transferred Shares issued Shares following
Shares from the Trustee under JSOP the transactions
prior to Directors
to the under the JSOP
transactions:
Richard
Edwards 609,781 350,000 390,219 1,350,000
Karen
Prior 609,781 262,143 328,076 1,200,000
The Company holds 143,042 Ordinary Shares in Treasury. The total
number of Ordinary Shares in issue (excluding shares held as
treasury shares) is 22,861,957 and may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the Disclosure and
Transparency Rules.
Enquiries
Anpario plc
Richard Edwards, Chief Executive Officer +44 (0)7776 417129
Karen Prior, Group Finance Director +44 (0)1909 537 380
Peel Hunt
Dan Webster, Adrian Trimmings, George Sellar +44 (0) 207 418 8900
This information is provided by RNS
The company news service from the London Stock Exchange
END
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