23rd Jun 2014 12:38
EUROMONEY INSTITUTIONAL INVESTOR PLC
Announcement of grant of share option awards
2014 Capital Appreciation Plan
The Euromoney Institutional Investor PLC 2014 Capital Appreciation Plan ("CAP 2014") was approved by shareholders at the Annual General Meeting ("AGM") held on January 30, 2014 and has been duly adopted. A summary of the main provisions of the CAP 2014 was included in the AGM circular sent to shareholders on December 18, 2013.
On June 20, 2010 the Company's board approved the initial awards under the CAP 2014 to approximately 260 senior employees of the group (including six executive directors and nine PDMRs as listed below) who have direct and significant responsibility for the profits of the group.
The primary performance test under CAP 2014 will require the group to achieve an adjusted profit before tax (and before CAP expense) of £173.6 million by financial year 2017, equivalent to an average profit growth rate of at least 10% a year from a base of £118.6 million* in 2013. In the event that this profit target is achieved, the award pool (3.5 million shares and approximately £7.5 million cash) will be allocated between the holders of outstanding awards, as soon as reasonably practicable after the announcement of the Company's results for the year ending September 30, 2017, by reference to their contribution to the achievement of the full performance condition, but no individual may receive more than 5% of the award pool.
Each of the CAP 2014 awards comprises an option to subscribe for ordinary shares of 0.25p each in the Company for an exercise price of 0.25p per ordinary share. In accordance with the terms of the CAP 2014, no consideration is payable for the grant of the awards.
The six executive directors of the Company who are participating in the CAP 2014 and whose biographical details are included in the Company's latest annual report, are:
CHC Fordham (managing director)
CR Jones (finance director)
NF Osborn
DE Alfano
JL Wilkinson
B AL-Rehany
The nine PDMRs of the Company who are participating in the CAP 2014 are:
RCM Garnett
AB Shale
R Davies
DRJ Williams
RP Daswani
JG Orchard
L Gibson
RG Irving
BR Jones
2014 Company Share Option Plan
The Euromoney Institutional Investor PLC 2014 Company Share Option Plan (the "CSOP 2014") was approved by shareholders at the Annual General Meeting ("AGM") held on January 30, 2014 and has been duly adopted. The CSOP 2014 was approved by HMRC on March 31, 2014. A summary of the main provisions of the CSOP 2014 was included in the AGM circular sent to shareholders on December 18, 2013.
The rules of the CSOP 2014 provide for the grant of options to employees and directors of the Company's group who are subject to taxation in the United Kingdom. On June 20, 2014 the Company's board approved the grant of options over 2,688 ordinary shares of 0.25p each in the Company under the CSOP 2014 to each of the following Company's executive directors and PDMRs set out below:
Name | Director/PDMR | Number of shares under CSOP 2014 options | Exercise price (£) |
CHC Fordham | Director | 2,688 | 11.1567 |
CR Jones | Director | 2,688 | 11.1567 |
NF Osborn | Director | 2,688 | 11.1567 |
JL Wilkinson | Director | 2,688 | 11.1567 |
R Davies | PDMR | 2,688 | 11.1567 |
DRJ Williams | PDMR | 2,688 | 11.1567 |
RP Daswani | PDMR | 2,688 | 11.1567 |
JG Orchard | PDMR | 2,688 | 11.1567 |
L Gibson | PDMR | 2,688 | 11.1567 |
RG Irving | PDMR | 2,688 | 11.1567 |
BR Jones | PDMR | 2,688 | 11.1567 |
An addendum to the rules of the CSOP 2014 provides for the grant of options to employees and directors of the Company's group who are subject to taxation in Canada (the "Canadian Addendum"). On June 20, 2010 the Company's board approved the grant of an option under the Canadian Addendum to the CSOP 2014 to one of the Company's executive directors, Mr B AL-Rehany. The option granted to Mr AL-Rehany comprises a right to subscribe for 8,963 ordinary shares of 0.25 pence per share in the capital of the Company for an exercise price of £11.1567 per ordinary share.
This announcement relates to a transaction notified in accordance with DTR 3.1.2R.
Any queries in relation to this announcement should be made to:
Christopher Fordham, Managing Director +44 20 7779 8057; [email protected]
Colin Jones, Finance Director +44 20 7779 8666; [email protected]
\* The base profit for 2013 is £118.6 million, being the adjusted profit before tax of £116.5 million before CAP expense of £2.1 million.
End
Related Shares:
DMGT.LERM.L