Tristel PLC Directors dealing/grant of options (3213V)
02 November 2017 - 6:00PM
UK Regulatory
TIDMTSTL
RNS Number : 3213V
Tristel PLC
02 November 2017
Tristel plc
("Tristel" or "the Company")
Directors dealing/grant of options
Tristel plc (AIM: TSTL), the manufacturer of infection
prevention and contamination control products, intends, subject to
shareholder approval, to implement a Performance Share Plan to
commence in 2018 (the "2018 Scheme").
Paul Swinney (CEO), Elizabeth Dixon (Finance Director), Paul
Barnes (Non-Executive Director), and David Orr (Non-Executive
Director) will be eligible to participate in the Scheme. These
individuals will be granted options over an aggregate of 990,000
ordinary shares and the exercise price will be 1 penny. This
proposal will be presented as an Ordinary Resolution to the
Company's Annual General Meeting. This is to be held at 10am on 12
December 2017 at the Company's headquarters in Snailwell,
Suffolk.
Background
In August 2015, ten members of Tristel's management team,
including Paul Swinney and Elizabeth Dixon, participated in the
Tristel plc Performance Share Plan 2015 (the "2015 Scheme"). The
2015 Scheme granted an aggregate of 1,201,017 options with a 1
penny exercise price to the participants. On 4 August 2015, the
date the 2015 Scheme was announced, the Company's share price was
96 pence. The objectives of the 2015 Scheme were to grow the
Company's profits and share price over the three-year period to
June 2018. The vesting conditions were linked to certain profit
objectives being met, or the share price of the Company being equal
to or greater than 134 pence for a period of 30 consecutive dealing
days. The latter condition was achieved on 6 January 2016, and the
options vested on that date.
As at 1 November2017, 984,635 of the options vested under the
2015 Scheme remain unexercised which includes those held by Paul
Swinney and Elizabeth Dixon.
Between 4 August 2015 and 1 November 2017, the Company's share
price has increased from 96 pence to 275 pence, and the Company's
market capitalisation has increased from GBP40 million to GBP118
million. The Board considers that the 2015 Scheme has successfully
met its objectives.
The 2018 Scheme
The 2018 Scheme will be put forward for approval by shareholders
at the Company's Annual General Meeting. If the 2018 Scheme is
approved 990,000 share options will be granted on 1 January 2018 as
follows:
-- Paul Swinney 500,000 options;
-- Elizabeth Dixon 400,000 options;
-- Paul Barnes 45,000 options;
-- David Orr 45,000 options.
The options will be exercisable at 1 penny per share and will
vest in three equal tranches as follows:
-- One-third will vest upon the achievement of a share price of GBP3.50;
-- One-third will vest upon the achievement of a share price of GBP4.25;
-- One-third will vest upon the achievement of a share price of GBP5.00.
To vest, the average share price of Tristel plc must be above
the hurdle rate for a minimum three-month period
In the event of a change of control of the Company all options
will vest. Any vested but unexercised options will expire on 30
June 2021. As an additional condition, the options will only be
exercisable if the holder commits to hold the resulting ordinary
shares until 30 June 2021 or, if sooner, until a change of control
of the Company occurs.
Following the award, the equity interests of the directors being
granted options will be:
Ordinary Options Options Total options Percentage
shares over ordinary over ordinary held post interest
currently shares currently shares proposed grant in fully
held held diluted
share capital
-------------- ----------- ------------------ ----------------- -------------- ---------------
Paul Swinney 483,129 1,156,679 500,000 1,656,679 4.6%
-------------- ----------- ------------------ ----------------- -------------- ---------------
Elizabeth
Dixon 45,000 449,888 400,000 849,888 1.9%
-------------- ----------- ------------------ ----------------- -------------- ---------------
Paul Barnes 590,180 87,500 45,000 132,500 1.5%
-------------- ----------- ------------------ ----------------- -------------- ---------------
David Orr 12,511 - 45,000 45,000 0.1%
-------------- ----------- ------------------ ----------------- -------------- ---------------
If the 2018 Scheme is approved, the aggregate number of options
outstanding will be 4,020,585, representing 9.4% of the Company's
existing issued share capital.
For further information please contact:
Tristel plc Tel: 01638 721 500
Paul Swinney, Chief Executive
Officer
Liz Dixon, Finance Director
Walbrook PR Ltd Tel: 020 7933 8780 or tristel@walbrookpr.com
Paul McManus Mob: 07980 541 893
Lianne Cawthorne Mob: 07584 391 303
finnCap Tel: 020 7220 0500
Geoff Nash/ Giles Rolls (Corporate
Finance)
Alice Lane (Corporate Broking)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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