1st Apr 2011 07:00
Journey Group plc
(the "Company" and together with its subsidiaries the "Group")
Adoption of Management Incentive Scheme
Amendment to awards under the Executive Incentive Share Plan and the
Retention Incentive Share Plan
Management Incentive Scheme
On 30 March 2011, the Board adopted a new Management Incentive Scheme (the "Scheme") under which the Company's four executive directors, Stephen Yapp, David Young, Joe Golio and Carl Fry (the "Executive Directors") participate.
The Scheme provides equity incentives in the form of options granted over ordinary shares of 1 pence each in the capital of the Company. Options will be exercisable at an aggregate price of £1. The number of shares an Executive Director may receive on the exercise of his option will be determined by reference to the number of shares which would, when multiplied by the share price at that time (calculated using an average over the thirty preceding trading days) equal the value attributable to him under the rules of the Scheme. Under the Scheme the Executive Directors are rewarded for shareholder value creation based on total shareholder returns measured over a starting share price of 2.92 pence up to a maximum of 15 pence. Value creation is based on fully diluted share capital excluding existing share incentive arrangements where the exercise price or performance condition share price is substantially in excess of the current share price.
The Executive Directors' aggregate share of the value creation starts at 7.5% of the value created if the share price is 4.5 pence rising to 20% of the value created if the share price is 10.8 pence or higher. No value is attributed to the Executive Directors until the share price reaches 4.5 pence and no further value is attributed above a share price of 15 pence. The individual allocation of the Executive Directors' aggregate share of the value creation is Stephen Yapp 40% and each of the other Executive Directors 20%.
On a change in control, the Executive Directors' aggregate share of the value creation shall be calculated by reference to the highest price at which Shares are acquired under the relevant offer or other arrangement. On a disposal of a substantial proportion of the Group's business and assets, the Executive Directors' aggregate share of the value creation shall be calculated by reference to the average mid-market closing price of a Share over the relevant trading days in the fourteen days immediately following the completion and announcement of the disposal.
The Scheme includes vesting conditions under which one third of the options vested on 30 June 2010 and the remainder vest over the period to 31 December 2012. Executive Directors can exercise their options between 1 January 2013 and 31 December 2014. All options vest immediately on a change of control or on the disposal of a substantial proportion of the Group's business and assets, in which event all Executive Directors will be able to exercise their options. The Scheme contains provisions in respect of vesting and exercise of options for early leavers.
If all options fully vest under the Scheme and are exercised at share prices of 4.5 pence or 15 pence, the shares issued to the Executive Directors would, respectively, comprise 2.8% and 16.8% of the fully diluted share capital of the Company.
Further details of the Scheme will be included in the Company's 2010 Annual Report, which will be published in due course and be available on the Company's website at www.journeygroup.plc.uk.
On 31 March 2011, Board granted the proposed options under the Scheme to the Executive Directors.
Executive Incentive Share Plan and the Retention Incentive Share Plan
On 31 March 2011, the awards made to Stephen Yapp under the Executive Incentive Share Plan and under the Retention Incentive Share Plan were amended.
Under the Executive Incentive Share Plan, the matching award relating to Stephen Yapp's subscription and subsequent conversion of the convertible bonds issued by the Company in 2007, has been amended from an option to acquire 1,017,210 ordinary shares at an exercise price of 1 pence per share to an option to acquire 2,014,400 ordinary shares at an exercise price of 0.375 pence per share. This option is fully exercisable and has a lapse date of 4 June 2011.
Under the Retention Incentive Share Plan, the option held by Stephen Yapp over 1,000,000 ordinary shares at a total exercise price of 1 pence has been amended to an option over 2,666,666 ordinary shares. The total exercise price remains at 1 pence.
These amendments were both made to reflect the dilution that arose following the change in the conversion price of the convertible bonds issued in 2007 from 20 pence to 7.5 pence. The changes preserve the economic substance of what was offered to Stephen Yapp when he joined the group in 2007.
Journey Group plc contacts:
Stephen Yapp
+44 (0)20 8606 2000
Carl Fry
+44 (0)20 8606 2000
Peel Hunt (Nominated Adviser & Broker)
+44 (0)20 7418 8900
Daniel Harris
Related Shares:
JNY.L