17th Apr 2012 12:57
Grant of Share Awards under the 2012 Long Term Incentive Plan
On 16 April 2012, the following conditional awards over ordinary shares in the Company were made under the Aggreko Performance Share Plan 2004 (the "PSP") and the Aggreko Co-Investment Plan 2004 ("the CIP") to Executive Directors of the Company:
Performance Share Plan Awards
The following Directors were granted Awards under the PSP:
Name of Director | Number of Shares held under Basic Award | Maximum number of Shares that may vest subject to satisfaction in full of Super Performance Condition |
Rupert Soames | 27,605 | 55,210 |
Angus Cockburn | 11,532 | 23,064 |
George Walker | 9,928 | 19,856 |
Kash Pandya | 10,908 | 21,816 |
Bill Caplan | 9,350 | 18,700 |
No consideration was paid for the grant of PSP Awards.
The vesting of a basic PSP Award is subject to continued employment of the Director and the satisfaction of performance conditions set by the Remuneration Committee of the Company. PSP awards will normally vest on the third anniversary of grant, in proportion to the fulfilment of the performance conditions. The performance conditions are based on real compound annual growth (CAGR) in aggregate Diluted Earnings per Share (D-EPS) and average Return on Capital Employed (ROCE), over the performance period. For the Basic PSP awards, 75% of the award is subject to a D-EPS target of between 3% and 10% CAGR, and 25% is subject to a ROCE target of between 26% and 28%. In addition, if the CAGR in D-EPS is equal to or exceeds 13%, the Awards are increased under the Super-LTIP. The Super-LTIP increases the Basic Awards by a factor of 1.3 up to 2 times if compound annual growth in D-EPS is between 13% and 20%.
Co-Investment Plan Matching Awards
The following Directors were also granted Matching Awards under the CIP:
Name of Director | Number of shares held under Basic Matching Award | Number of shares held under Performance Matching Award | Total number of shares held under Basic and Performance Matching Award | Maximum number of shares that may vest subject to satisfaction of the Super Performance Condition |
Rupert Soames | 8,281 | 24,843 | 33,124 | 66,248 |
Angus Cockburn | 4,942 | 14,826 | 19,768 | 39,536 |
George Walker | 4,255 | 12,765 | 17,020 | 34,040 |
Kash Pandya | 4,675 | 14,025 | 18,700 | 37,400 |
Bill Caplan | 4,007 | 12,021 | 16,028 | 32,056 |
Matching Awards are conditional awards of free shares and are linked to the number of shares in the Company that a participant is willing to hold under the Plan ("Investment Shares"). Subject to the satisfaction of the performance conditions, Matching Awards have been granted on the basis of up to 2 matching shares for every Investment Share committed to the Plan.
The vesting of a Basic Matching Award is subject to the continued employment of the Director and the retention of Investment Shares for the period to vesting. The vesting of a Performance Matching Award, in addition, is subject to satisfaction of performance conditions set by the Remuneration Committee of the Company. The performance conditions applying to the Performance Matching Awards under the CIP are the same as apply to the PSP, and are as set out in the above section on the PSP. The Awards have also been classified as Super-LTIP awards and are subject to the satisfaction of the same additional EPS based performance condition as applies to the PSP. The Super-LTIP increases the Basic Awards by a factor of 1.3 up to 2 times if compound annual growth in D-EPS is between 13% and 20%.
Matching Awards will normally vest on the third anniversary of grant and in proportion to the fulfilment of the performance conditions.
Below is the total number of interests held by the Executive Directors in respect of the PSP and CIP share awards and matching share awards under the LTIP 2012.
Name of Director | Total interests held by Directors in respect of the PSP and CIP share awards and matching share awards under the LTIP 2012 |
Rupert Soames | 121,458 |
Angus Cockburn | 62,600 |
George Walker | 53,896 |
Kash Pandya | 59,216 |
Bill Caplan | 50,756 |
Vesting of the 2009 Long Term Incentive Plan
On 16 April 2012, Rupert Soames, Angus Cockburn, Kash Pandya and George Walker, Executive Directors of Aggreko, undertook the following transactions in ordinary shares in the Company:
Rupert Soames acquired a total of 324,722 ordinary shares under the Company's Long Term Incentive Plan, comprising 190,114 ordinary shares under the 2009 PSP and 134,608 ordinary shares under the 2009 CIP in each case for nil consideration.
Subsequently, Mr Soames sold 322,384 ordinary shares at 2160p per share, in part to satisfy the tax liability arising from the award. Following these transactions Mr Soames' beneficial ownership in the Company has increased to 306,130 ordinary shares (0.11% of the ordinary share capital).
Angus Cockburn acquired a total of 160,612 ordinary shares under the Company's Long Term Incentive Plan, comprising 79,848 ordinary shares under the 2009 PSP and 80,764 ordinary shares under the 2009 CIP in each case for nil consideration.
Subsequently, Mr Cockburn sold 210,612 ordinary shares at 2160p per share, in part to satisfy the tax liability arising from the award. Following these transactions Mr Cockburn's beneficial ownership in the Company has decreased to 70,678 ordinary shares (0.03% of the ordinary share capital).
Kash Pandya acquired a total of 155,258 ordinary shares under the Company's Long Term Incentive Plan, comprising 77,186 ordinary shares under the 2009 PSP and 78,072 ordinary shares under the 2009 CIP in each case for nil consideration.
Subsequently, Mr Pandya sold 210,258 ordinary shares at 2160p per share. Following these transactions Mr Pandya's beneficial ownership in the Company has decreased to 50,367 ordinary shares (0.02% of the ordinary share capital).
George Walker acquired a total of 164,634 ordinary shares under the Company's Long Term Incentive Plan, comprising 81,846 ordinary shares under the 2009 PSP and 82,788 ordinary shares under the 2009 CIP in each case for nil consideration.
Subsequently, Mr Walker sold 161,495 ordinary shares at 2160p per share, in part to satisfy the tax liability arising from the award. Following these transactions Mr Walker's beneficial ownership in the Company has increased to 75,596 ordinary shares (0.02% of the ordinary share capital).
Bill Caplan acquired a total of 131,864 ordinary shares under the Company's Long Term Incentive Plan, comprising 71,864 ordinary shares under the 2009 PSP and 60,000 ordinary shares under the 2009 CIP in each case for nil consideration.
Subsequently, Mr Caplan sold 130,598 ordinary shares at 2160p per share, in part to satisfy the tax liability arising from the award. Following these transactions Mr Caplan's beneficial ownership in the Company has increased to 26,620 ordinary shares (0.01% of the ordinary share capital).
The Trustees of the Aggreko Employees' Benefit Trust ("the Trust") have notified the Company that they acquired on 17 April 2012, 508,162 ordinary shares at a price of 2160p per share. Rupert Soames, Angus Cockburn, George Walker, Kash Pandya and Bill Caplan, have an interest as potential beneficiaries under the Trust.
Peter Kennerley
Director of Legal Affairs & Company Secretary
0141 225 5900
17 April 2012
Related Shares:
AGK.L