15th Mar 2006 16:49
MFI Furniture Group PLC15 March 2006 15 March 2006 MFI FURNITURE GROUP PLC - CHANGES IN THE SHARE INTERESTS OF DIRECTORS AND SENIOREXECUTIVES; OPERATION OF THE COMPANY'S SHARE INCENTIVE PLANS. PART ONE - GRANTS UNDER 2006 FOUNDATION PLAN We advise that on 15 March 2006 awards were granted by the Plan trustee tocertain executive directors and senior executives under the Company's new 2006Foundation Plan, which was instituted by the Remuneration Committee on 14 March2006. These grants are in place of any grants during 2006 under the Company'sexisting long-term incentive plan. A review is to be conducted by theRemuneration Committee of the most appropriate incentive structure to apply from2007 to support the Group's new strategic direction. The grant to each participant comprises a grant of nil cost options and a grantof share options with an exercise price of 92 pence per share (together "theOptions"). The Performance Period is the Company's financial year commencing 25December 2005. Vesting of the options will be dependent on the average shareprice over a period of 30 consecutive dealing days in the Performance Period asfollows: For nil cost options - 15% vesting if the price equals 95p 100% vesting if the price equals or exceeds 125p (with vesting on a straight line basis between the two points). For the share options at an exercise price of 92p - 35% vesting if the price equals 115p 100% vesting if the price equals or exceeds 160p (with vesting on a straight line basis between the two points). Vesting will also be dependent on the Remuneration Committee determining thatthere has been a satisfactory improvement in the underlying financialperformance of the Company. In the event of a change of control before the endof the performance period, vesting percentages will be as set out above but inthis case based on the offer price. Whilst the awards will vest at the end of the financial year 2006, the Optionswill generally not be exercisable during a Deferral Period that continues until31 December 2008. The details of the above grants are as set out in the following table: Name Nil Cost Options Share Options granted (92p Release granted exercise price) DateExecutivedirectors Matthew Ingle 900,000 2,300,000 31.12.08Mark Robson 575,000 1,380,000 31.12.08 Seniorexecutives*Robert Fenwick 360,000 920,000 31.12.08Gerard Hughes 360,000 920,000 31.12.08Steven Round 360,000 920,000 31.12.08 * disclosure of share interests is required for these executives, being personsdischarging managerial responsibilities, as defined in the Listing Rules of theUKLA. PART TWO - ANNUAL INCENTIVE PLAN - DEFERRED INCENTIVE SHARES Under this Plan, one third of the amount of the annual incentive payment earnedis deferred into shares in the Company and held in trust for three years beforerelease. (A) Vesting of Awards granted in 2003 We also advise of the vesting on 14 March 2006 of the awards granted in 2003 toexecutive directors as set out below. The vesting of these awards triggeredincome tax and National Insurance liabilities for the individuals concerned andto fund payment of these liabilities, they sold the numbers of shares shownrespectively, all shares being sold at 102p per share on 14 March 2006: Name Deferred Shares Shares sold to fund tax and NI Shares vested charge retainedMatthew 57,871 23,728 34,143IngleBob Wilson 49,769 20,406 29,363 (B) Grant of Awards in respect of year ended 24 December 2005 In accordance with the terms of the Annual Incentive Plan, one third of theannual bonus awarded to executive directors for the financial year ended 24December 2005 has been settled by the awards of deferred incentive shares as setout in the table below which will held by the Trustee of the Plan until therelease date as set out below Name Deferred Incentive shares Release DateMatthew Ingle 191,168 14.03.09Mark Robson 71,306 14.03.09 PART THREE - PERFORMANCE SHARE PLAN We also advise that the Remuneration Committee has confirmed that, following theexpiry of the three year Performance Period ended 31 December 2005 with theperformance targets not having been met, the conditional awards set out in thetable below have lapsed: Name Conditional shares awarded in respect of Performance Period 1.1.03 - 31.12.05 and now lapsedMatthew 253,457IngleBob Wilson 211,982 PART FOUR - EXECUTIVE CO-INVESTMENT PLAN ("ECIP") We also advise that the Remuneration Committee has confirmed that, following theexpiry of the four year Performance Period ended 31 December 2005, theperformance targets have not been met and the Matching Awards have not vested.As a consequence, the following is the outcome for the remaining participants inthe ECIP. (A) Return of Commitment Shares As detailed in the following table, the Trustee of the ECIP has on 14 March 2006transferred to certain executive directors the respective numbers of sharesbeneficially owned or conditionally owned by them and contributed by them intothe Plan as Commitment Shares. The vesting and transfer of certain of theseconditional shares (representing bonuses taken as shares), triggered income taxand National Insurance liabilities for the participant and to fund payment ofthese liabilities, the numbers of shares shown in the table were sold at 102pper share on 14 March 2006: Name Number of Commitment shares Shares sold to fund tax Shares transferred by Trustee and NI charge retained Beneficially Conditionally owned owned*Matthew 104,397 512,379 210,076 302,303IngleBob 79,169 432,502 177,326 255,176Wilson \* The conditionally owned shares were contingent upon the individual remaining inemployment with the Company. (B) Matching Award Shares The conditional Matching Awards held by executive directors as set out belowhave lapsed: Name Number of shares in lapsed Matching Award Matthew Ingle 1,233,552Bob Wilson 1,023,342 PART FIVE - DISPOSAL OF SHARES BY RETIRING DIRECTOR Mr Bob Wilson is retiring as a director in April 2006 after 29 years' servicewith the Company and as part of his retirement planning he has sold 482,271shares on 14 March 2006 at a price of 102p per share and 79,169 shares on 15March 2006 at a price of 101.5p per share. He continues to hold 855,854 shares. PART SIX - RESULTANT INTERESTS' OF DIRECTORS AND SENIOR EXECUTIVES IN THE SHARESOF THE COMPANY We confirm that following the transactions notified above the beneficialinterests (excluding options and conditional interests) of the executivedirectors and senior executives in the ordinary shares of the Company are now,save as set out in Part Seven below, as follows: Name Prior to above transactions Following above transactionsMatthew Ingle 721,103 1,057,549Mark Robson 0 0Bob Wilson 935,023 855,854Robert Fenwick 11,656 11,656Gerard Hughes 232,000 232,000Steven Round 0 0 PART SEVEN - DIRECTORS' DEEMED INTERESTS IN EMPLOYEE SHARE TRUST The directors of MFI Furniture Group Plc are deemed to be interested in all ofthe Shares held by the Trustee as potential beneficiaries of the MFI FurnitureGroup Plc Employee Share Trust (the "Trust"). The Trust (and its nomineecompany) currently holds 42,529,699 shares (6.8% of the issued share capital ofthe Company), of which 835,675 shares are held in the nominee company on behalfof participants within relevant schemes. Enquiries should be directed to: Fiona Laffan Brunswick Group Ltd 020 7404 5959 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Howden Joinery