For Immediate Release 4 July 2013
STAFFLINE GROUP PLC
("Staffline" or "the Group")
Joint Share Ownership Awards
Staffline, the national outsourcing organisation providing people and operational expertise to industry, announces that on 4 July 2013 it issued 1,670,000 new shares (the "New Shares") at a price of 411.5p per share to the Staffline Group Employee Benefit Trust ("EBT") in accordance with the Staffline Group Joint Share Ownership Plan ("JSOP"). This has been created to incentivise the executive Directors and key senior management of the Company to achieve certain earnings per share and total shareholder return targets over a five year period.
Pursuant to the JSOP rules the value per Ordinary Share used as the basis for calculating the number of the individual Ordinary Share awards for a participant under the JSOP is the average closing mid-market price of the Company's shares on the five trading days immediately preceding the date of the award.
Under the JSOP rules the award will trigger at 25 per cent of the full allocation if fully diluted earnings per share before amortisation of intangibles and share based payment charges ("Adjusted EPS") in any complete financial year up to and including the year ending 31 December 2017 exceed 56p. The full allocation will be triggered if Adjusted EPS exceeds 93.5p in any complete year, with the allocation scaled up on a straight line basis for Adjusted EPS between 56p and 93.5p. This allocation based on Adjusted EPS will be halved if the Total Shareholder Return (TSR) of the Company is not better than the TSR for the FTSE AIM All Share index over the same five year period.
The awards vest in full in the event of a change of control at any time.
Of the New Shares, 700,000 have been allocated to the executive Directors of the Company at a base price of 411.5p in co-ownership with the EBT with the full potential entitlements set out below. The balance of the New Shares has been allocated to key senior managers. Under the JSOP rules, and unless there is a prior change of control, the minimum vesting period for the shares is 5 years for half of the award with the remaining half vesting one year later subject to the employee not leaving employment as a 'bad leaver' during that period.
For the executive Directors, in the case of a serious breach of contract by the employee or material financial misstatement or impropriety, net cash proceeds received on realisation of the awards may be clawed back by the Company for up to two years after vesting.
The Company also wishes to announce that, subject to vesting in accordance with the JSOP rules as aforementioned, the Directors' interests have changed as set out below:-
|
JSOP Allocation June 2013 |
Total interest following allocation |
% Issued Ordinary Share Capital |
Andy Hogarth |
350,000 |
2,825,492 |
11.2 |
Diane Martyn |
350,000 |
450,000 |
1.8 |
As a result of the issue of new ordinary shares into the EBT, the EBT will hold 2,927,263 (11.6%) ordinary shares in the Company and will be classed as a related party under the AIM Rules. The Directors consider, having consulted with the Company's Nomad, Liberum Capital Limited, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The 1,670,000 new shares rank pari passu in every respect with the existing issued ordinary shares in the Company. Application will be made for these shares to be admitted to AIM and admission of the New Shares to trading is expected to occur on or about 9 July 2013.
Following the issue of the New Shares, the Company's issued share capital will comprise 25,318,081 ordinary shares of 10p each, which figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, Staffline under the FSA's Disclosure and Transparency Rules.
For further information, please contact:
Staffline Group plc |
0115 950 0885 |
Andy Hogarth Chief Executive |
07931 175775 |
www.staffline.co.uk |
|
|
|
Liberum Capital Limited |
|
Chris Bowman/Richard Bootle www.liberumcapital.com |
020 3100 2222 |
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|
Buchanan |
|
Jeremy Garcia/Gabriella Clinkard |
020 7466 5000 |
www.buchanan.uk.com
About Staffline
Staffline Group plc is a recruitment organisation specialising in food processing, manufacturing, e-retail and logistics. Staffline provides and manages industrial workforces and uses training and business improvement techniques to ensure increased levels of efficiency to give their clients a significant commercial advantage. Operating from over 200 locations in the UK, Staffline supply up to 30,000 blue collar workers each day. Brands include Staffline Express and Select Appointments; the High Street branch operations; OnSite based on clients' premises; Elpis Training a national training and consultancy organisation; OSP a specialist volume recruitment call centre; and Eos a provider of Welfare to Work services.
