13th Jul 2011 07:05
13 July
WYG plc
Grant of Share Awards
Grant of Share Awards
WYG plc (the 'Company'), announces that on 12 July 2011, following a recommendation of the Company's remuneration committee (the 'Remuneration Committee'), the Company granted share option awards (the 'Awards') to the executive directors of the Company over 8,196,068 ordinary shares of 0.1p each in the Company (the 'Ordinary Shares'). The Awards have been granted in accordance with the terms of the WYG Transformation Incentive Plan (the 'TIP') which was adopted by the Remuneration Committee of the board of directors on 11 July 2011. Following a recommendation of the Remuneration Committee, the Company also granted the Chairman of the Company, Mike McTighe (the 'Chairman'), a share option award under the TIP over 862,743 Ordinary Shares and established a separate share matching arrangement for the Chairman over 500,000 Ordinary Shares.
The Awards to the executive directors are as follows:
Director Award
Paul Hamer 4,313,720 Ordinary Shares
David Wilton 1,941,174 Ordinary Shares
Graham Olver 1,941,174 Ordinary Shares
In accordance with the rules of the TIP, the Awards have been granted as a conditional allocation of Ordinary Shares with a nominal value exercise price and no shareholder rights will be conferred upon the awardholders until the Awards have vested and Ordinary Shares are acquired. Such vesting is subject to the achievement of challenging and stretching performance conditions relating to the achievement of the share price threshold targets for the Ordinary Shares shown in the table below:
Performance Threshold (Ordinary Share price level for 25 consecutive trading days) | Percentage of Award vesting |
£1.50 or above | 100% |
£1.25 or above | 66.66% |
£1.00 or above | 33.33% |
Less than £1.00 | Nil |
As mentioned above, the Company has also granted the Chairman an allocation of share awards over 862,743 Ordinary Shares (the 'Chairman's Share Award'). These have been granted on the same terms as the TIP but without the share retention, clawback or restrictive covenant requirements applicable to other awardholders.
Further details of the Awards and the Chairman's Share Award are set out in the circular issued to the shareholders by the Company on 24 June 2011 (the 'Circular').
In addition, on 12 July 2011, the Company established a separate share matching arrangement for the Chairman to ensure his continued retention within the business (the 'Matching Share Award'). Under the Matching Share Award, in consideration for the Chairman investing £100,000 in the Placing (as defined in the Circular) to acquire new Ordinary Shares (the 'New Ordinary Shares'), the Chairman has been granted a share option award of 2.5 matching Ordinary Shares for each New Ordinary Share so acquired, being a total of 500,000 Ordinary Shares (the 'Matching Shares'). The Matching Share Award has a nominal value exercise price. There are no performance conditions that apply to this award. The Matching Shares will vest on 12 July 2014 (being the third anniversary of the admission of the New Ordinary Shares to trading on AIM) provided that the Chairman is still a director of the Company and that he continues to hold all of the Ordinary Shares he acquired as described above.
Messrs Mike McTighe, David Jeffcoat and Robert Barr, being directors of the Company, have subscribed for and, on 12 July 2011, were issued, in aggregate 255,000 Ordinary Shares in the Placing at the Placing Price (as defined in the Circular). Mike McTighe has subscribed for 200,000 Placing Shares (as defined in the Circular), David Jeffcoat has subscribed for 35,000 Placing Shares and Robert Barr has subscribed for 20,000 Placing Shares.
Changes in interests of directors in Ordinary Shares
As a result of the granting of the Awards, the Chairman's Share Award, the Matching Share Award and following the issue of the Placing Shares, the directors' interests and potential interests in the Ordinary Shares as at today's date are as follows:
Name | Interest in Ordinary Shares prior to 12 July 2011* | Placing Shares subscribed | Resultant interest in Ordinary Shares | % of the entire issued share capital
| Options held prior to 12 July 2011** | Options granted under the Awards, the Chairman's Award and Matching Share Award on 12 July 2011 | Resultant interest in Options |
Paul Hamer | 126 | - | 126 | 0 | 21,804 | 4,313,720 | 4,335,524 |
David Wilton | 150 | - | 150 | 0 | 5,797 | 1,941,174 | 1,946,971 |
Graham Olver | - | - | - | 0 | 5,293 | 1,941,174 | 1,946,467 |
Mike McTighe | - | 200,000 | 200,000 | 0.31 | 14,115 | 1,362,743 | 1,376,858 |
David Jeffcoat | - | 35,000 | 35,000 | 0.05 | - | - | - |
Robert Barr | 25 | 20,000 | 20,025 | 0.03 | - | - | - |
*Interests in Ordinary Shares prior to 12 July 2011 are shown as adjusted by the Share Consolidation (as defined in the Circular).
** Interests in Options prior to 12 July 2011 are shown as adjusted by the Share Consolidation (as defined in the Circular).
For further information, please contact:
WYG plc
Paul Hamer, Chief Executive Office Tel: 0113 278 7111
David Wilton, Group Finance Director
Arbuthnot Securities Limited
Nominated Adviser and Broker
Nick Tulloch/Rebecca Gordon Tel: 020 7012 2000
Numis Securities Limited
Broker
Stuart Skinner/Jamie Lillywhite Tel: 020 7260 1000
Related Shares:
WYG