3rd Apr 2008 16:23
Jelf Group PLC03 April 2008 3 April 2008 Jelf Group plc ("Jelf" or "the Group") Share Appreciation Rights Jelf Group plc ("the Company") announces the following grants of shareappreciation rights ("SARs") to three directors of the Group on 3 April 2008.This grant of SARs was conditional on the recipients surrendering their optionsheld under the Jelf Group plc Long Term Incentive Plan ("Old LTIP"). The Notice of General Meeting issued to shareholders on 29 January 2008 statedthat Jelf intended to develop new employee incentive arrangements, linked to thefuture growth in the value of the Group's business over the next three years.The Subscription and Placing document dated 25 February 2008 stated this growthin value would be calculated by reference to the recent Placing Price of 212.5p. Today, the Board announces the adoption of the Jelf Group plc 2008 Long TermIncentive Plan ("2008 LTIP"), which will provide for awards of equity-settledSARs to certain directors and key employees. The economics, accounting and taxtreatment of SARs are similar to share options, but SARs are more "shareefficient" in terms of dilution. The SARs awards will deliver to recipients a net gain equal to the increase inshare price between the base price (212.5p) and the price prevailing at the endof the three-year performance period. This net gain is delivered in shares, byreference to the share price prevailing at the end of three years. The number ofshares actually issued following exercise will therefore be less than the numberof SARs issued. Exercise of the SARs is subject to the achievement of specified performanceconditions over a three-year period; if these conditions are met, the SARs vestand are exercisable at the end of years 3 (50%), 4 (25%) and 5 (25%). Hence the2008 LTIP is both an incentive and retention device for key directors andemployees. SARs granted to the directors amount to 6.5% of the current issued share capitalof the Company; additional SARs granted to other key employees amount to 2.5% ofthe current issued share capital. These SARs awards are partially offset by thesurrender of Old LTIP options amounting to 740,000 options or 1.5% of currentissued share capital (directors) and 120,000 options or 0.2% (other employees). The SARs granted under the 2008 LTIP to each of the relevant directors are asfollows: No of SARS granted Existing share options Total No. of share under the 2008 LTIP held options and SARs held scheme Alex Alway 2,000,000 - 2,000,000John Harding 630,000 57,813 687,813Philip Barton 545,000 - 545,000 Hence the total existing aggregate holdings of each of the relevant directorsand their beneficial interest in the total voting rights is now as follows: No. of Ordinary Total no. of No. of shares Total aggregate Total holding as shares held shares options awarded by EBT holding a % of issued and and SARs not yet not yet vested to-be-issued vested capital* Alex Alway 1,084,800 2,000,000 3,084,800 5.6%John Harding 248,690 687,813 11,925 948,428 1.7%Philip Barton 311,335 545,000 3,559 859,894 1.5% * Calculated by dividing each individual's total aggregate holding by the wholeof the issued and to-be-issued share capital of the Company (which comprises49,787,906 Ordinary Shares in issue, and 1,376,891 share options and 4,405,000SARs). As noted above the conversion of SARs will not result in an equivalentissue of shares. In addition, the Company announces two other awards. Firstly, the conditionalgrant of 220,000 shares to David Walker, non-executive chairman, which will vestat the end of three years. David Walker currently holds 460,000 ordinary shares,his total aggregate holding will therefore be 680,000 (1.2% of issued andto-be-issued capital). Secondly the introduction of an HMRC Approved SharesaveScheme open to all employees. ENQUIRIES Jelf Group PlcAlex Alway, Group Chief Executive 01454 272 713Rose Clark, Director of Finance 01454 272853Pelham PRPolly Fergusson 0207 743 6362Damian Beeley 020 3178 2253Cenkos Securities plcIan Soanes/Max Hartley 020 7397 8900 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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