6th Jan 2011 17:00
6 January 2011
DDD GROUP PLC
AMENDMENTS TO SHARE OPTION SCHEME, SHARE OPTION GRANT AND NOTICE OF INTENT TO CALL GENERAL MEETING
DDD Group plc ("the Company") announces that the directors have reviewed and approved amendments to the Employee Share Option Scheme ("Scheme") that have become necessary to maintain favourable tax treatment in the US and Australian tax jurisdictions for its US and Australia-based employees.
Under the rules of the Scheme, such amendments may be made by a resolution of the Board without the need for the prior approval of the members of the Company. However, it is a requirement under US law that in order to grant US tax-approved options (ISOs), shareholders' approval of the amended scheme must be sought within twelve months before or after the US compliant schedule is adopted.
NOTICE OF INTENT TO CALL A GENERAL MEETING OF SHAREHOLDERS
The Company therefore announces its intent to call a general meeting of shareholders ("Meeting") on 11 February 2011 to seek shareholder approval of the amendments to the Scheme for US tax purposes as well as to amend Article 97 of the Articles of Association of the Company. The notice of meeting and proxy information will be distributed no later than 22 January 2011.
GRANT OF OPTIONS
The Company announces the grant of options over 4,000,000 ordinary shares of 1p each in the Company ("Ordinary Shares") to Directors, officers and certain employees of the Company. The options have an exercise price of 16.9-17.5p per Ordinary Share. The grant will be contingent on shareholders' approval of the revised Scheme at the 11 February 2011 Meeting.
The Directors and officers to whom options have been granted are detailed below:
Director/ Officer
| Date of grant | Number of option shares | Exercise price per option share | Total number of option shares | Exercise period |
P Kristensen (Chairman) | 5 January 2011 | 160,000 | 16.9p | 360,000 | 5 January 2012 to 4 January 2016 |
S Arisawa (NED) | 5 January 2011 | 240,000 | 16.9p | 440,000 | 5 January 2012 to 4 January 2016 |
N Brigstocke (NED) | 5 January 2011 | 200,000 | 16.9p | 400,000 | 5 January 2012 to 4 January 2016 |
H Snook (NED) | 5 January 2011 | 200,000 | 16.9p | 650,000(1) | 5 January 2012 to 4 January 2016 |
W Littlefield (NED) | 5 January 2011 | 130,000 | 16.9p | 330,000 | 5 January 2012 to 4 January 2016 |
C Yewdall (CEO) | 5 January 2011 | 1,000,000 | 17.5p | 2,589,801(1) | 5 January 2012 to 4 January 2016 |
V Stull (CFO) | 5 January 2011 | 400,000 | 17.5p | 650,000 | 5 January 2012 to 4 January 2016 |
J Flack (CTO) | 5 January 2011 | 400,000 | 17.5p | 844,005 | 5 January 2012 to 4 January 2016 |
(1)Includes options issued in January 2006 which are set to expire and expected to be exercised prior to their expiration on January 11 2011 (H. Snook: 250,000 and C Yewdall: 464,476 both were issued with an exercise price of 12p per Share).
The applicable option price under the amended Scheme varies due to the applicable local tax regulations under which the shares are granted. The options will vest and become exercisable as to one-third on the first anniversary of the date of grant, one-third on the second anniversary of the date of grant and one-third on the third anniversary of the date of grant. All of the said options will expire, if not exercised, on 4 January 2016.
Enquiries
DDD Group Chris Yewdall, President & CEO Victoria Stull, Chief Financial Officer | +1 310 566-3340 |
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Brewin Dolphin Neil Baldwin / Paul Mason | 0131 225 2566 |
Related Shares:
DDD.L