5th Mar 2012 16:20
5 March 2012 Pendragon PLC ("the Company")
Investments in LTIP and acquisition of ordinary shares
Following transactions occurring on 5 March 2012, the following directors havenotified the Company that, for the purposes of the Company's Long TermIncentive Plan ("LTIP") 2012 award, the following nominations of InvestmentShares have been made, representing, in each case, a value equivalent to theirtotal net bonus for 2011. The number of Pendragon ordinary shares of 5 penceeach becoming Investment Shares as a result of these nominations is as follows:-Director Number of Percentage of Share price per Investment Shares issued share at the time capital of nomination T G Finn 1,217,067 0.0857% £0.1371 M S Casha 676,148 0.0476% £0.1371 H C Sykes 338,076 0.0238% £0.1371 The shares remain part of the individual directors' existing holdings and havebeen nominated as Investment Shares, dedicated to the LTIP for the purposes ofthe 2012 matching award.
The following director has notified the Company of his acquisition on 5 March 2012 of Pendragon ordinary shares as follows:-
Director Number of Shares Percentage of Price per share acquired issued capital T P Holden 479,212 0.0338% £0.1371
These represent the total net bonus earned by Mr Holden for 2011, and become Investment Shares for the purposes of the LTIP.
The executive directors' respective beneficial holdings in Pendragon ordinary shares are detailed below:-
Director Number of Shares Percentage of issued Percentage of capital before issued capital transaction after transaction T G Finn 34,317,691 2.417% 2.417% M S Casha 7,135,869 0.50 % 0.50 % T P Holden 637,500 0.0449% 0.0787 % H C Sykes 2,694,181 0.19% 0.19%
This announcement is intended to satisfy obligations under the Disclosure and Transparency Rules 3.1.4R(1).
Conditional awards for 2012 under the Pendragon Long Term Incentive Plan ("LTIP")
The 2012 matching and performance awards under the LTIP were granted on 5 March 2012 to the executive directors listed below:-
Director Number of matching awards Number of performance awards T G Finn 2,574,998 3,433,333 M S Casha 1,430,553 1,907,407 T P Holden 1,013,888 1,351,851 H C Sykes 715,281 953,703 Matching share awards are an award over a fixed number of ordinary shares thatmatches (based on the gross amount a director would have invested were it notfor the deduction of tax and employee national insurance contributions) thenumber of ordinary shares that the director has chosen to invest or nominate asInvestment Shares for the purposes of the LTIP, using his annual bonus for2011.Vesting of the matching and performance awards under the LTIP is subject to thesatisfaction of performance conditions based on achieving defined earnings pershare targets over a three year period, as follows:-2014 Cumulative Adjusted EPS* Percentage vesting
Below 5.08 pence Nil 5.08 pence 60% 6.27 pence 100%
*Cumulative Adjusted EPS will be calculated by adding together the adjusted EPS for each of the financial years ending 31 December 2012, 2013 and 2014.
Straight line vesting between performance points
If the performance condition is not satisfied, none of the LTIP award shares will vest.
HILARY C SYKES5 MARCH 2012
Enquiries: Pendragon PLC Trevor Finn Tel: 01623 725114
Tim Holden
Finsbury Gordon Simpson Tel: 0207 1513801
-ENDS-
XLONRelated Shares:
PDG.L