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Euromoney Ins.InvPLC (ERM)

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Thursday 01 April, 2010

Euromoney Ins.InvPLC

Director/PDMR Shareholding

RNS Number : 6121J
Euromoney Institutional InvestorPLC
01 April 2010


Announcement of Capital Appreciation Plan 2010 awards


The Euromoney Institutional Investor PLC 2010 Capital Appreciation Plan ("CAP 2010") was approved by shareholders at the Annual General Meeting ("AGM") held on January  21, 2010 and has been duly adopted.  A summary of the main provisions of the CAP 2010 was included in the AGM circular sent to shareholders on December 18, 2009. 


On March 30, 2010 the Company's board approved the initial awards under the CAP 2010 to nine executive directors and six PDMRs as listed below as well as to the Company's senior management.


Each of the CAP 2010 awards comprises an option to subscribe for ordinary shares of 0.25p each in the Company for an exercise price of 0.25p per ordinary share.  In accordance with the terms of the CAP 2010, no consideration is payable for the grant of the awards. The awards become exercisable on satisfaction of the Performance Condition and will lapse to the extent unexercised on September 30, 2020.


The Performance Condition, initially, requires that the Company achieve Adjusted PBT* of £100 million by no later than the financial year ending September 30, 2013.  In the event that this profit target is achieved, the award pool (approximately 3.5 million shares and £15 million) will be allocated between the holders of outstanding awards, up to September 30, 2012, by reference to their contribution to the achievement of the full Performance Condition, but no individual may have an award over more than 6% of the award pool. 


Accordingly, and subject as described above, the award to each director and PDMR comprises an option to subscribe for up to a maximum of approximately 210,000 shares (corresponding to 6% of the award pool).  The final vested value of the CAP 2010 award to each director and PDMR will depend on the relative profit contribution of his/her businesses to the achievement of the full Performance Condition.  It is expected that (subject to the satisfaction of the full Performance Condition and on the basis of broadly equivalent business conditions) the directors will receive in aggregate approximately 8% of the option pool, or on average an option to subscribe for approximately 30,000 shares each and that the PDMRs will receive in aggregate approximately 4.5% of the option pool, or on average an option to subscribe for approximately 25,000 shares each.


The nine executive directors of the Company who are participating in the CAP 2010 and whose biographical details are included in the Company's latest annual report, are:

Mr CR Jones (finance director)

Mr NF Osborn

Mr DC Cohen

Mr SM Brady

Ms DE Alfano

Mr GG Mueller

Mr CHC Fordham

Miss JL Wilkinson

Mr B AL-Rehany


The six PDMRs of the Company who are participating in the CAP 2010 are:

Mr RCM Garnett

Mr GB Strahan

Mr A Shale

Mr R Davies

Mr DRJ Williams

Mr RP Daswani




*Adjusted PBT is profit before tax, goodwill amortisation and impairment, exceptional items, movements in acquisition option commitment values, imputed interest on acquisition option commitments, foreign exchange gains or losses on tax equalisation contracts on hedges of intragroup financing and the cost of the CAP 2010 and the Company's 2010 Company Share Option Plan but after any charge for redundancy costs, as reported in the audited annual financial statements of the Company.


Any queries in relation to this announcement should be made to:

Richard Ensor, Managing Director on + 44 20 7779 8844

Colin Jones, Finance Director on +1 212 224 3930

Chris Benn, Deputy Finance Director on +44 20 7779 8784



This information is provided by RNS
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