8th Jul 2015 16:05
Issued on behalf of RELX PLC and RELX NV
8 July 2015
Changes to PDMR Share Interests as a consequence of the RELX NV Bonus Issue and changes to ADR ratios
As previously announced by RELX PLC and RELX NV (the "Companies"), effective 1 July 2015, the share equalisation ratio between the two Companies changed to 1:1 which was achieved by way of a bonus share issue by RELX NV of 0.538 new RELX NV ordinary shares for every existing RELX NV ordinary share held (the "Bonus Issue"). Additionally, effective 1 July 2015, the ratios on the RELX PLC and RELX NV ADRs were adjusted so that they each now represent one RELX PLC or one RELX NV ordinary share (from their previous 4 to 1 and 2 to 1 ratios) respectively.
In addition, in order to ensure that awards and options granted to employees under RELX Group plc multi-year incentive plans were treated in a way consistent with shareholdings, they have been adjusted to take account of the Bonus Issue and ADR ratio changes. These adjustments are reflected in the tables below for the relevant multi-year incentive plans.
Awards and options granted over RELX NV ordinary shares and ADRs have been adjusted to take account of the Bonus Issue and also, in the case of the ADRs, the change in ADR ratio. Awards granted over RELX PLC ADRs have been adjusted to take account of the change in the ADR ratio. Where appropriate, the adjustments have been approved by the UK HM Revenue & Customs. All adjustments were effective 1 July 2015. No adjustments were required to awards or options granted over RELX PLC ordinary shares. Therefore, the numbers of awards and options over RELX PLC ordinary shares have not been restated in this announcement.
Interests in RELX NV Share Capital
As a result of the Bonus Issue, the numbers of new ordinary shares and ADRs in RELX NV set out below were issued to the following Directors and PDMRs on 1 July 2015.
Director | No. of RELX NV bonus shares received as ordinary shares | No. of RELX NV bonus shares received as ADRs* |
Erik Engstrom | 145,198 | 135,397 |
Anthony Habgood | 13,450 | - |
Nick Luff | 25,617 | - |
Wolfhart Hauser | 1,081 | - |
Lisa Hook | - | 2,582 |
Ben van der Veer | 3,766 | - |
PDMR | ||
Henry Udow | 21,650 | - |
Taking into account the bonus shares issued above, the interests of the Directors in the ordinary shares and ADRs of RELX NV are as set out below.
Director | No. of RELX NV ordinary shares | No. of RELX NV ADRs* |
Erik Engstrom | 415,084 | 387,067 |
Anthony Habgood | 38,450 | - |
Nick Luff | 73,233 | - |
Wolfhart Hauser | 3,091 | - |
Lisa Hook | - | 7,382 |
Ben van der Veer | 10,766 | - |
*One RELX NV ADR is equivalent to one RELX NV ordinary share.
RELX Group plc LTIP (Long Term Incentive Plan 2013)
Year of grant | No. of RELX NV performance ordinary shares following adjustments | Date of vesting | |
Director | |||
Erik Engstrom | 2013 | 191,230 | 2016 |
2014 | 158,166 | 2017 | |
2015 | 126,359 | 2018 | |
Nick Luff | 2014 | 72,229 | 2017 |
2015 | 59,526 | 2018 | |
PDMR | |||
Ian Fraser | 2013 | 47,844 | 2016 |
2014 | 36,744 | 2017 | |
2015 | 29,354 | 2018 | |
Henry Udow | 2013 | 44,775 | 2016 |
2014 | 40,118 | 2017 | |
2015 | 32,051 | 2018 |
Vesting of these awards is subject to the achievement of performance conditions.
RELX Group plc BIP (Bonus Investment Plan 2010)
Year of grant | No. of RELX NV conditional matching ordinary shares following adjustments | No. of RELX NV conditional matching ADRs* following adjustments | No. of RELX PLC conditional matching ADRs* following adjustments | Date of vesting | |
Director | |||||
Erik Engstrom | 2013 | - | 148,924 | - | 2016 |
2014 | - | 125,174 | - | 2017 | |
2015 | - | 97,607 | - | 2018 | |
Nick Luff | 2014 | 35,174 | - | - | 2017 |
2015 | 29,520 | - | - | 2018 | |
PDMR | |||||
Ian Fraser | 2013 | 29,986 | - | - | 2016 |
2014 | 50,394 | - | - | 2017 | |
Henry Udow | 2013 | - | - | 30,632 | 2016 |
2014 | - | - | 25,248 | 2017 | |
2015 | 11,004 | - | 10,160 | 2018 |
Vesting of these awards is subject to the achievement of performance conditions.
*One RELX NV ADR is equivalent to one RELX NV ordinary share. One RELX PLC ADR is equivalent to one RELX PLC ordinary share.
RELX Group plc ESOS (Executive Share Option Scheme 2013)
Year of grant | No. of RELX NV ordinary shares under option following adjustments (and adjusted option price) | No. of RELX NV conditional ordinary shares following adjustment | |
Director | |||
Erik Engstrom | 2012 | 214,923 (€5.871) | - |
2013 | 191,230 (€8.147) | - | |
2014 | 158,166 (€10.286) | - | |
2015 | 126,358 (€15.003) | - | |
Nick Luff | 2014 | 72,228 (€11.378) | - |
2015 | 59,526 (€15.003) | - | |
PDMR | |||
Ian Fraser | 2013 | 18,966 (€8.147) | 3,792 |
2014 | 14,132 (€10.286) | 2,825 | |
2015 | 11,290 (€15.003) | 2,257 | |
Henry Udow | 2011 | 26,538 (€5.832) | - |
2012 | 29,092 (€5.871) | - | |
2013 | 20,707 (€8.147) | 4,141 | |
2014 | 15,430 (€10.286) | 3,085 | |
2015 | 12,327 (€15.003) | 2,465 |
Vesting of options granted to Directors is subject to the achievement of performance conditions.
Options are exercisable between the third and tenth anniversary of grant. Conditional shares vest following the third anniversary of grant.
The conditional share awards under ESOS were granted pursuant to elections by the PDMRs to receive half of their annual ESOS awards in the form of conditional shares.
Performance Share Award
Year of grant | No. of RELX NV performance ordinary shares following adjustments | Date of vesting | |
Director | |||
Nick Luff | 2014 | 72,229 | 2016 |
- Ends -
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