Surrender of Share Options and Grant of New Sha...
30 September 2010
API Group plc
Surrender of Share Options and Grant of New Share Awards
under the 2006 Performance Share Plan (the "PSP")
API Group plc ("API" or the "Company") is pleased to provide details of new
incentive arrangements for the Company's two executive directors, Andrew Turner
and Chris Smith.
The Company's Remuneration Committee, consisting exclusively of non-executive
directors, has carried out a review of the Company's long term incentive
arrangements and the options for achieving the best possible alignment between
rewards for the leadership team, the long term strategy for the business and
value created for shareholders.
As a result, it has been agreed to afford the two executive directors the
opportunity to surrender awards they were granted in 2009 under the 2006
Performance Share Plan ("PSP") and to participate in a new long term incentive
plan ("LTIP") covering the period 1 April 2010 to 31 March 2015 under which they
will be granted a single award of contingent shares for a five year term. Â The
arrangements have been discussed with and endorsed by the Company's major
shareholders and amendments to the PSP required to facilitate the new awards
were approved at the AGM on 21 July 2010.
Existing PSP awards are being surrendered by the two directors over 551,163
ordinary shares of 1p each ("Shares"). The two executive directors will then
receive contingent awards over a total of 3,000,000 Shares covering the five
year period to 31 March 2015.
The executive directors will be entitled to earn Shares following the financial
year ends of 31 March 2012, 2013, 2014 and 2015 based on a set of performance
criteria reflecting increases in shareholder value. Â The maximum number of
shares available on each occasion will be unrestricted, subject to the overall
limit in the size of the award for the five year period.
Under the terms of the LTIP, the Company will issue 3,000,000 new Shares to the
API Group plc No 2 Employee Benefit Trust (the "Trust"). Â Any earned entitlement
will be satisfied by transferring Shares, at nil cost, from the Trust to the
beneficiaries. Â At the end of the performance period, residual, unearned Shares
will remain in the Trust and will be available for use under a successor LTIP or
any other employee benefit scheme.
Details of the PSP share options surrendered and new awards granted to the two
directors are as follows:
+------------+------------+-----------+--------------+------------+------------+
|Director / | Existing | Exercise | PSP Awards | New Awards |Total Awards|
|Award Date | held | Price | Surrendered | Granted | held |
+------------+------------+-----------+--------------+------------+------------+
|Andrew |Â |Â |Â |Â |Â |
|Turner | | | | | |
+------------+------------+-----------+--------------+------------+------------+
|2008 | 800,000 | nil | - | - | 800,000 |
+------------+------------+-----------+--------------+------------+------------+
|2009 | 400,000 | nil | 400,000 | - | - |
+------------+------------+-----------+--------------+------------+------------+
|2010-2014 | - | nil | - | 1,800,000 | 1,800,000 |
+------------+------------+-----------+--------------+------------+------------+
|Â | 1,200,000 | Â | 400,000 | 1,800,000 | 2,600,000 |
+------------+------------+-----------+--------------+------------+------------+
|Â | Â | Â | Â | Â | Â |
+------------+------------+-----------+--------------+------------+------------+
|Chris Smith | Â | Â | Â | Â | Â |
+------------+------------+-----------+--------------+------------+------------+
|2008 | 325,000 | nil | - | - | 325,000 |
+------------+------------+-----------+--------------+------------+------------+
|2009 | 151,163 | nil | 151,163 | - | - |
+------------+------------+-----------+--------------+------------+------------+
|2010-2014 | - | nil | - | 1,200,000 | 1,200,000 |
+------------+------------+-----------+--------------+------------+------------+
|Â | 476,163 | Â | 151,163 | 1,200,000 | 1,525,000 |
+------------+------------+-----------+--------------+------------+------------+
Including the above, there will be outstanding awards over 5,462,570 Shares
under all of the Company's share incentive plans. Following the issue of
3,000,000 Shares to the Trust, there will be 73,126,726 Shares in issue of which
the Trust's holding represents 4.1 per cent.
For further information, please contact:
API Group plc Tel: +44 (0) 1625 650334
Andrew Turner, Group Chief Executive
Chris Smith, Group Finance Director
Jane Hyndman, Company Secretary
Grant Thornton Corporate Finance Tel: +44 (0)20 7383 5100
Philip Secrett / Colin Aaronson
Numis Corporate Broking Tel: +44 (0)20 7260 1000
James Serjeant
[HUG#1447769]
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: API Group PLC via Thomson Reuters ONE
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