Galiform PLC
21 May 2007
Company Announcements Office
London Stock Exchange
21 May 2007
GALIFORM PLC - CHANGES IN THE SHARE INTERESTS OF DIRECTORS AND SENIOR
EXECUTIVES; OPERATION OF THE COMPANY'S SHARE INCENTIVE PLANS.
PART ONE - GRANTS UNDER GALIFORM PLC FOUNDATION PLAN 2007
We advise that on 18 May 2007 awards were granted by the Plan trustee to certain
executive directors and senior executives under the Company's Foundation Plan
2007, which was adopted by the Remuneration Committee on 28 February 2007.
The award to each participant comprises a grant of nil cost options. Vesting of
the nil-cost options will be dependent on the average share price over thirty
consecutive dealing days in the financial year ending 29 December 2007:
20% vesting if the average share price equals 150p
100% vesting if the average share price equals or exceeds 185p pence
(with vesting on a straight line basis between the two points).
In addition to the Share price targets, no shares will vest unless the Group
Operating Profit** for the financial year ending 29 December 2007 is equal to or
greater than £65million. In the event of a change of control before the end of
the performance period, vesting percentages will be as set out above but in this
case based on the offer price.
Whilst the awards will vest at the end of the financial year 2007, the Awards
will generally not become exercisable until the end of Deferral Period that
continues until 31 December 2009.
The details of the above grants are as set out in the following table:
Name Nil Cost Options Performance Release
granted Period Date
ending
Executive directors
Matthew Ingle 900,000 29.12.07 31.12.09
Gerard Hughes 575,000 29.12.07 31.12.09
Mark Robson 575,000 29.12.07 31.12.09
Persons discharging managerial
responsibility*
Robert Fenwick 360,000 29.12.07 31.12.09
David Hallett 360,000 29.12.07 31.12.09
Chris Youell 360,000 29.12.07 31.12.09
* disclosure of share interests is required for these executives, being persons
discharging managerial responsibilities, for the purposes of the Listing Rules
of the UKLA.
PART TWO - GRANTS UNDER THE GALIFORM 2000 PERFORMANCE SHARE OPTION PLAN
We advise that on 18th May 2007, share options were granted under the
Performance Share Option Plan with an exercise price 158.50 pence per share. The
Performance Period is a three year period commencing on the date of grant.
Vesting of the options will be dependent on the average share price over thirty
consecutive dealing days in the Performance Period as follows:
20% of the option will vest if the price equals 185p
100% of the option will vest if the price equals or exceeds 265p pence
(with vesting on a straight line basis between the two points).
Provided, however, that the Option shall only be exercisable if the compound
annual growth in the Group's Operating Profit** over the three year period
commencing on the date after the last day of the financial year immediately
preceding the Date of Grant is at least 20%.
The details of the above grants are as set out in the following table:
Name Share Options granted Performance Release
(158.50p exercise price) Date
Period
ending
Executive directors
Matthew Ingle 1,324,921 29.12.07 31.12.09
Gerard Hughes 567,823 29.12.07 31.12.09
Mark Robson 870,662 29.12.07 31.12.09
Persons discharging
managerial responsibility*
Robert Fenwick 504,732 29.12.07 31.12.09
David Hallett 504,732 29.12.07 31.12.09
Chris Youell 504,732 29.12.07 31.12.09
* disclosure of share interests is required for these executives, being persons
discharging managerial responsibilities, for the purposes of the Listing Rules
of the UKLA.
**means the consolidated Operating Profit of the Company in a financial year,
which shall have the same meanings as used in the preparation of the Company's
audited consolidated report and accounts
PART FIVE - RESULTANT INTERESTS' OF THE EXECUTIVE DIRECTORS IN THE SHARES OF THE
COMPANY
We confirm the interests of the Executive Director's in the company as set out
below:
Name Prior to above transactions
Matthew Ingle 1,057,549
Gerard Hughes 217,249
Mark Robson 0
PART SIX - DIRECTORS' DEEMED INTERESTS IN EMPLOYEE SHARE TRUST(S)
The directors of Galiform Plc are deemed to be interested in all of the Shares
held by the Trustee as potential beneficiaries of the Galiform Plc Employee
Share Trust (the 'Trust'). The Trust currently holds 36,202,945 (5.71% of the
issued share capital).
Enquiries should be directed to:
Fiona Laffan, Brunswick Group Ltd: 020 7404 5959
This information is provided by RNS
The company news service from the London Stock Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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