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Cost Control and Share Incentive Plan

2nd Aug 2012 08:10

RNS Number : 1429J
Ultrasis PLC
02 August 2012
 



2 August 2012

 

Ultrasis plc

("Ultrasis" or the "Company")

Update re Cost Control Measures

Issue of Shares under Share Incentive Plan

 

 

Further to the previously announced commitments to reducing corporate and other overhead expenses, the Company is pleased to announce non-cash awards to employees and directors, in lieu of increases in remuneration and bonuses in respect of 2012, together with details of share option grants.

 

Share Incentive Plan Awards

 

The board of directors of the Company (the "Board") today announces the issue of an aggregate of 10,614,239 new ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") in accordance with the terms of the Ultrasis Share Incentive Plan 2011 (an HMRC approved all-employee share purchase plan adopted by the Company on 22 September 2011) (the "SIP"), on the recommendation of the SIP's independent trustees.

 

The Board has finalised the remuneration arrangements for the financial year ended 31 July 2012, which do not include either bonus payments or salary increases being made to the Board or salary increases to all but a few key employees. Any future cash bonus payments to Ultrasis' directors will be predicated on the achievement of positive EBITDA and a positive net cash flow at a post bonus level.

In recognition of this, Directors and staff have been awarded free shares in accordance with the terms of the SIP, in lieu of a pay increase. Further details of all awards made in accordance with the terms of the SIP are set out below.

The SIP is open to all employees on the same terms where, for every Ordinary Share purchased by an employee (the "Partnership Shares"), the Company will match it with two further ordinary shares (the "Matching Shares"). The SIP also allows the award of free shares up to a maximum of £3,000 of Ordinary Shares per eligible employee per annum (the "Free Shares"). The Matching Shares and Free Shares are released, to the eligible employees to whom they have been awarded, at the end of a three year holding period (subject to the SIP rules) (the "Holding Period"). The maximum amount that may be invested in Partnership Shares in any tax year is £1,500 per employee.

 

As participants in the SIP and Directors of the Company, Nigel Brabbins and John Smith have notified the Company that they each acquired the following Partnership Shares and have been conditionally awarded the following Matching Shares, under the terms of the SIP at a price of 0.34pence per Partnership Share and per Matching Share (being the lower of the price at the start and end of the accumulation period as set out in the HMRC approved SIP rules). In addition, Directors of the Company, Nigel Brabbins, John Smith and Dr Charlie Martin have been conditionally awarded the following Free Shares for which no consideration was payable in relation to their personal participation in the SIP.

 

No. of Partnership Shares

Purchase price

No. of Matching Shares

Purchase price

 

No. of Free Shares

Deemed Issue price

 

John Smith

110,294

0.34p

220,588

0.34p

789,474

0.38p

Nigel Brabbins

110,294

0.34p

220,588

0.34p

789,474

0.38p

Dr Charlie Martin

-

-

-

-

789,474

0.38p

Following the awards made in accordance with the terms of the SIP, Nigel Brabbins, John Smith and Dr Charlie Martin are now interested in the following Ordinary Shares (including the Matching Shares and the Fee Shares), together with share options which are exercisable at various prices up to 1.35 pence, as follows:

 

No. of Ordinary Shares

Percentage of Issued Ordinary Share Capital

No. of options

 

Nigel Brabbins

2,643,547

0.174%

58,666,667

John Smith

1,759,287

0.116%

17,666,667

Dr Charlie Martin

1,900,585

0.125%

28,666,667

 

 

Application has been made for the 10,614,239 new Ordinary Shares to be admitted to trading on AIM ("Admission"), which is anticipated to occur on 8 August 2012.

For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, the total number of Ordinary Shares in issue following Admission will be 1,521,433,561 each carrying the right to one vote.

The above figure of 1,521,433,561may 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, Ultrasis under the FSA's Disclosure and Transparency Rules.

 

Grant of Share Options

 

The Company announces today the issue of 28,000,000 share options to staff (excluding directors) under the Unapproved and EMI Share Option Schemes. Accordingly the Company has applied for a block admission of 28,000,000 ordinary shares to be issued when options are exercised. Under the block admission, the shares issued following exercise of options will be admitted to AIM as issued and Ultrasis will confirm the number of shares so admitted every six months.

 

 

For further information contact:

 

Ultrasis plc

Nigel Brabbins, CEO

 

Tel: +44(0) 20 7535 2050

 

Strand Hanson Limited

Stuart Faulkner / James Spinney

 

Tel: +44(0) 20 7409 3494

JBP Public Relations

Tel: +44 (0) 11 7907 3400

Chris Lawrance

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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