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Xansa PLC (XAN)

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Thursday 01 August, 2002

Xansa PLC

Director Shareholding

Xansa PLC
01 August 2002

TO:     Regulatory News Service
        The London Stock Exchange




Re:  Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS



As previously advised on 23 May 2002, Xansa plc (the "Company") announces that,
with effect from 1 August 2002, Alistair Cox joined the Board of Directors of
the Company as Chief Executive.  Consequent upon his appointment, the Company
further announces that Mr Cox was granted 1,315,789 options on 1 August 2002
over the Company's ordinary shares of 5 pence each ("Ordinary Shares") under the
rules of the Xansa 1996 Share Option Scheme ("1996 Scheme") and the All Employee
International Share Option Scheme ("International Scheme").  Based on the
average middle market quotation over the five dealing days commencing on 25 July
to 31 July 2002 inclusive, the exercise price was set at 91.2 pence each.



32,894 options become exercisable during the period from 1 August 2005 to 31
July 2012 inclusive in respect of options granted under the 1996 Scheme and
1,282,895 options become exercisable between 1 August 2005 and 31 July 2009 in
respect of options granted under the International Scheme, subject to the
following performance condition being achieved:



Options become exercisable on the achievement of growth in the Company's
earnings per share over the three-year period from the date of grant as follows:



•           50% of options become exercisable if average earnings per share
growth per annum equals or exceeds UK Retail Price Index plus 4% over a
three-year period.



•           75% of options become exercisable if average earnings per share
growth per annum equals or exceeds UK Retail Price Index plus 5% over a
three-year period.



•           100% of options become exercisable if average earnings per share
growth per annum equals or exceeds UK Retail Price Index plus 6% over a
three-year period.



If the performance condition to exercise all or a percentage of the options has
not been achieved at the end of the three-year period, it will be measured again
at the end of the fourth year and again at the end of the fifth year over the
period from date of grant.  If the performance condition is not met at the end
of the five-year period the options or any balance outstanding which have not
become exercisable, will lapse.



The following additional information is also disclosed in accordance with
Chapter 16, Paragraph 4:



1.        There are no details to be disclosed under paragraph 16.4 (a).



2.    There are no details to be disclosed under paragraphs 6.F.2 (b) to (g).









1 August 2002




                      This information is provided by RNS
            The company news service from the London Stock Exchange