Anpario plc
("Anpario" or the "Company")
Director/PDMR Shareholding and Share Plan Limits
Anpario announces its position in relation to the Director/PDMR shareholdings and limits under its share plans.
Through acquisition and organic growth, the profile of Anpario has changed considerably since it listed on AIM in 2005. One consequence of this growth is that the Enterprise Management Incentive ("EMI") share option plan which Anpario has previously used to incentivise key employees can no longer be used, because it has now exceeded the statutory limits which apply to EMI plans. The EMI plan is being replaced by a tax-advantaged Company Share Option Plan ("CSOP") which allows for the grant of tax advantaged options over shares worth up to £30,000 to each employee. Anpario will also continue to use its Joint Share Ownership Plan ("JSOP") for its most senior personnel.
In 2016, Anpario has undergone a major restructuring and made key new appointments to its senior management team. Anpario considers it necessary to have in place a competitive senior executive employment package, including equity awards, for its key new appointments, and to ensure that existing managers and directors are properly incentivised.
Anpario has previously discussed with its key shareholders the number of shares it could grant under its share plans and now wishes to formalise the position relating to share plan limits and potential shareholder dilution.
Anpario will therefore apply a limit to the total number of new shares which may be issued under awards under the CSOP, SAYE, JSOP and under any other incentive plans which might involve the issue of new shares. That limit will be that the total number of new shares over which future awards may be made, when added to the total number of shares issued and issuable under awards granted after the date of this notice and any awards which are outstanding as at the date of this notice, shall not exceed 16.3% of the total of the number of shares in issue from time to time.
Ordinary Shares issued under the Company's JSOP
Anpario also announces that, on 15 September 2016, it has allotted a total of 718,295 new Ordinary Shares. The Ordinary Shares will be issued at a subscription price of 245 pence per Ordinary Share, being the closing price of an Ordinary Share on 14 September 2016, pursuant to The Anpario plc Employees' JSOP (the "Plan").
The Ordinary Shares will be issued into the respective joint beneficial ownership of (i) each of the participating executive Directors named below and (ii) the trustee of the Trust upon and subject to the terms of joint ownership agreements ("JOAs") respectively entered into between the Director concerned, the Company and the Trustee. The subscription price will be paid by the Trust out of funds advanced to it by the Company.
Name of Director |
Jointly Owned Shares Awarded |
|
|
Richard Edwards |
390,219 |
Karen Prior |
328,076 |
|
|
In addition, 612,143 existing Ordinary Shares, which had been acquired by the Trustee on the exercise of call options in respect of shares formerly held in joint ownership, have been transferred by the Trustee, for no consideration, into the respective joint beneficial ownership of (i) each of the participating executive Directors named below and (ii) the Trustee upon and subject to the terms of the JOAs respectively entered into between the Director concerned, the Company and the Trustee.
Name of Director |
Jointly owned Ordinary Shares Awarded |
|
|
Richard Edwards |
350,000 |
Karen Prior |
262,143 |
|
|
The terms of the JOAs provide, inter alia, that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that the participating Director receives an amount equal to any growth in the market value of the jointly owned Ordinary Shares above the initial market value of 245 pence per share, less a "carrying cost" (equivalent to simple interest at 4.5 per cent per annum on the initial market value) and the Trust receives the initial market value of the jointly owned shares plus the carrying cost. Jointly owned Ordinary Shares will become vested if the participant remains with the Company for a minimum period of 3 years.
Effect of the transactions
Following the above transactions, the Company's issued share capital will be 23,004,999 and awards to employees under the Company's share plans represent 14.1% as follows:
|
Number of shares |
EMI Scheme |
442,900 |
JSOP |
2,550,000 |
SAYE |
25,370 |
Unapproved options |
195,000 |
CSOP |
30,000 |
The beneficial interests held by the Directors of the Company before and after the above transactions and remaining unchanged are:
Director |
Ordinary shares |
EMI options |
SAYE options |
Richard Edwards |
202,723 |
122,400 |
3,964 |
Karen Prior |
202,836 |
122,400 |
3,964 |
The jointly owned Ordinary Shares held by the Directors of the Company before and after the above transactions will be:
Director |
Interests in jointly owned Ordinary Shares prior to the transactions: |
Interests in jointly owned Ordinary Shares transferred from the Trustee to Directors under the JSOP |
New interests in jointly owned Ordinary Shares issued under JSOP |
Interests in jointly owned Ordinary Shares following the transactions |
Richard Edwards |
609,781 |
350,000 |
390,219 |
1,350,000 |
Karen Prior |
609,781 |
262,143 |
328,076 |
1,200,000 |
The Company holds 143,042 Ordinary Shares in Treasury. The total number of Ordinary Shares in issue (excluding shares held as treasury shares) is 22,861,957 and 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 a change to their interest in, the Company under the Disclosure and Transparency Rules.
Enquiries
Anpario plc
Richard Edwards, Chief Executive Officer +44 (0)7776 417129
Karen Prior, Group Finance Director +44 (0)1909 537 380
Peel Hunt
Dan Webster, Adrian Trimmings, George Sellar +44 (0) 207 418 8900
