7th Jul 2014 16:48
Directors' interests in the shares of BTG plc ("BTG" or the "Company")
This notification is made in accordance with DTR 3.1.4(1)(a).
Notice of exercise of market value options and vesting of performance share awards
On 7 July 2014 Louise Makin (the "CEO") acquired ordinary shares of 10 pence each in the capital of the Company ("Shares") on the vesting and exercise of awards under the Company's Performance Share Plan (the "PSP") and the Company Share Option Plan (the "CSOP") as summarised in the table below.
Plan | Date of Grant | Option Price paid on exercise | Date of Vesting | Date of Exercise | Total no. of Shares acquired on vesting/exercise | No. of Shares Sold |
CSOP | 6 July 2011 | 298.9p per Share | 6 July 2014 | 7 July 2014 | 10,036 Shares on exercise | Nil |
PSP | 6 July 2011 | N/A | 6 July 2014 | N/A | 4,562 Shares on vesting | Nil |
The closing mid-market price of a Share on 4 July 2014 (being the dealing day immediately prior to vesting) was 657.5p. Awards under the PSP were granted in the form of conditional free share awards and awards under the CSOP were structured as market value share options with an option exercise price of 298.9p per Share.
The Company was notified of the above transactions on 7 July 2014.
Notice of election to fully defer the vesting of 2011 PSP awards for two further years and the grant of multiplier awards under the PSP
In addition to the above, on 6 July 2011, the CEO and Rolf Soderstrom (the "CFO") were granted Share awards under the PSP over 149,831 and 103,913 Shares respectively (the "2011 Awards"). These awards were due to vest in full on 6 July 2014 based on the Company's satisfaction of the applicable 3 year stretch performance targets.
On 4 July 2014 both the CEO and CFO elected to defer the vesting and receipt of 100% of the 2011 Awards. The amendments to the PSP approved by shareholders at the Company's last Annual General Meeting gave the CEO and CFO this choice to elect to "roll-over" and put at risk the receipt of the above Shares for a further two years, in order to be granted an additional multiplier award representing up to 150% of the 2011 Awards which were rolled over.
In accordance with the above elections, the 2011 Awards did not vest on 6 July 2014 and on 7 July 2014 the Company granted the CEO and the CFO the multiplier awards comprising 224,746 and 155,869 Shares respectively. For both the 2011 Awards and the multiplier awards to vest in full the Company's 5 year total shareholder return ("TSR") to 31 March 2016 would be required to outperform the median of the TSR of the FTSE250 Index over that period by 100 percentage points. To the extent BTG underperforms the Index over that period, multiplier awards will not vest and the number of Shares the subject of the 2011 Awards which were rolled over would be reduced (potentially to zero).
The rolled over 2011 Awards and the linked multiplier awards will normally vest on 6 July 2016, subject to the CEO and CFO continuing to remain in office or employment within the group and the satisfaction of the 5 year TSR condition to 31 March 2016. Awards may vest early on cessation of office or employment for a good leaver reason or upon the occurrence of a takeover or other major corporate event.
Each of the 2011 Awards and the multiplier awards are structured as free share awards and the consideration for the grant of the multiplier awards was the election to rollover the 2011 Awards.
Following the above transactions, Louise Makin's shareholding has increased from 473,373 to 487,971 shares, being 0.135% of the issued share capital of the Company and Rolf Soderstrom's shareholding remains unchanged at 184,252 shares, being 0.051% of the issued share capital.
Enquiries:
Andy Burrows, Vice President, Corporate and Investor Relations
+44 (0)20 7575 1741; Mobile: +44 (0)7990 530605
Related Shares:
BTG