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Xansa PLC (XAN)

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Thursday 26 June, 2003

Xansa PLC

Director Shareholding

Xansa PLC
26 June 2003

TO:     Regulatory News Service
            The London Stock Exchange





Re:  Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS





Xansa plc (the "Company") announces that Mr Peter Gill, Finance Director, has
been granted 330,000 options on 26 June 2003 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 19 June 2003 to 25 June 2003 inclusive,
the exercise price was set at 96.2 pence each.



31,185 options become exercisable during the period from 26 June 2006 to 25 June
2013 inclusive in respect of options granted under the 1996 Scheme and 298,815
options become exercisable between 26 June 2006 and 25 June 2010 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.







26 June 2003


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