CMH.L Regulatory News (CMH)

27 Mar 2007 14:54

Chamberlin & Hill PLC27 March 2007 CHAMBERLIN & HILL PLC 27 March 2007 Directors Dealing This notification is made in accordance with section 329 of the Companies Act1985 and Rule 17 of the AIM Rules. On 27 March 2007, the following awards over ordinary shares in the Company weremade under the rules of the Chamberlin & Hill Performance Share Plan and theChamberlin & Hill Share Option Plan to Directors of the Company, as follows: Chamberlin & Hill Performance Share Plan ("PSP") Director Number of Shares held under Award Tim Hair 49,995 Mark Bache 38,457 Adam Vicary 33,843 Under the PSP, awards are structured as nil-cost options granted under theEnterprise Management Incentives Scheme ("EMI Option") contained in Schedule 5to the Income Tax (Earnings and Pensions) Act 2003. No consideration was paid for the grant of the EMI Options. The vesting of an EMI Option is subject to the continued employment of theparticipant and the satisfaction of a performance condition set by theRemuneration Committee of the Company (see below). The EMI Options willnormally become exercisable in three equal tranches on each of the third, fourthand fifth anniversaries of the date of grant subject to the satisfaction of aperformance condition set by the Remuneration Committee of the Company. To theextent that an EMI Option or any part of an EMI Option becomes exercisable, itremains exercisable until the tenth anniversary of the date of grant. The proportion of awards that become exercisable under each tranche of the EMIOption varies on a straight line basis, from 25% to 100%, for average growth inunderlying fully diluted EPS of between 5% p.a. and 10% p.a. above RPI over theperiod between the grant and exercise dates. No options are exercisable ifgrowth is below this range. The base line for the purposes of this calculationis underlying fully diluted EPS, before exceptional and operating one-off costs,for the year ended 31 March 2007. Chamberlin & Hill Share Option Plan ("SOP") Director Number of Shares held under Option Tim Hair 202,282 Mark Bache 103,734 No consideration was paid for the grant of options under the SOP, which arestructured as market value options. The options will normally become exercisable in three equal tranches on each ofthe third, fourth and fifth anniversaries of the date of grant subject to thesatisfaction of performance conditions set by the Remuneration Committee of theCompany (see below). To the extent that an option or any part of an optionbecomes exercisable, it remains exercisable until the tenth anniversary of thedate of grant. The proportion of awards that become exercisable under each tranche of the SOPvaries on a straight line basis, from 25% to 100%, for average growth in TotalShareholder Return of between 15% p.a. and 25% p.a. over the period betweengrant and exercise dates, subject to achieving a minimum average growth inunderlying fully diluted EPS of 5% p.a. above RPI. No options are exercisable ifgrowth is below this range. The option price payable by each participant on the exercise of his option is192.8 pence. The rules of both the EMI Option and the SOP require that total awards, underthese and any other employee share option plan adopted by the company, must notexceed 10% of the Company's ordinary share capital over a 10 year period. Anyaward in excess of this limit would be subject to market purchase. Chamberlin & Hill Executive Share Option Scheme 1997 On 27 March 2007, Tim Hair surrendered for no consideration an option under theChamberlin & Hill Executive Share Option Scheme 1997 over 13,900 ordinary sharesin the Company. The option was granted on 21 June 2006 and had an exerciseprice per share of 215.5 pence. For further information, contact details are:Chamberlin & Hill plcTom Brown, Chairman 01922 707 100 This information is provided by RNS The company news service from the London Stock Exchange