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Euromoney Ins.InvPLC (ERM)

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Friday 16 April, 2010

Euromoney Ins.InvPLC

Director/PDMR Shareholding

RNS Number : 3569K
Euromoney Institutional InvestorPLC
16 April 2010


Announcement of grant of share options


The Euromoney Institutional Investor PLC 2010 Company Share Option Plan (the "CSOP") 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 CSOP was included in the AGM circular sent to shareholders on December 18, 2009.


An addendum to the rules of the CSOP provides for the grant of options to employees and directors of the Company's group who are subject to taxation in Canada (the "Canadian Addendum").  On March 30, 2010 the Company's board approved the grant of an option under the Canadian Addendum to the CSOP to one of the Company's executive directors, Mr B AL-Rehany. 


The option granted to Mr AL-Rehany comprises a right to subscribe for 19,960 ordinary shares of 0.25 pence per share in the capital of the Company for an exercise price of £5.01 per ordinary share (the "Option").    In accordance with the terms of the Canadian Addendum to the CSOP, no consideration was payable by Mr AL-Rehany on the grant of the Option and the exercise price per ordinary share was equal to the market value of an ordinary share on the date of grant of the Option.


At the same time as the Option was granted to Mr AL-Rehany, an award (the "Award") was made to him under the terms of the Euromoney Institutional Investor PLC 2010 Capital Appreciation Plan (the "2010 CAP"), which was also adopted at the AGM on January 21, 2010.  An announcement of the grant of the Award was made on April 1, 2010. 


The Option will vest on the same terms as, and become exercisable at the same time as, the Award. Accordingly, the Option will not vest and become exercisable until a performance condition has been achieved.  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. 


The Option will only vest to the extent that the intrinsic value in the Option (i.e. the market value on the date of vesting of the ordinary shares which may be acquired on exercise of the Option less the exercise price relating to such ordinary shares) is no greater than the value of the Award at the relevant date.  The number of ordinary shares in respect of which the Award will vest under the 2010 CAP will be reduced to take account of the intrinsic value in the Option on the relevant date.


Once, and to the extent vested, the Option will remain exercisable for a period of one month and will then lapse. 


This announcement relates to a transaction notified in accordance with DTR 3.1.2R.






* 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 2010 CAP and the CSOP but after any charge for redundancy costs, as reported in the audited annual financial statements of the Company.

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