21 Apr 2010 11:34
21 April 2010
ELECTRIC WORD PLC
("Electric Word" or the "Company")
AGM STATEMENT
Electric Word plc, the specialist information publisher, today held its Annual General Meeting and all resolutions were duly passed.
Following the meeting, Julian Turner, Chief Executive, said:
"Electric Word has enjoyed a positive start to 2010 in each of its Professional Education, Sport Business and Specialist Consumer operating divisions. Current trading for the Group is in line with the Board's expectations and adjusted profits are ahead of last year. Our diverse range of niche markets, platforms and revenue streams has demonstrated its strength and the Group is well placed to continue its strategy of growing through a combination of organic development around existing businesses and appropriate acquisition opportunities."
The Board also announces that Emma Rogers, Director, has started a period of maternity leave and as a result has decided to step down from the Board today.
As indicated in the Group's Preliminary Results announcement on 16 February 2010, the 2007 Long-Term Incentive Plan has now ended and a replacement scheme has been developed. The new scheme is in two parts to reward the achievement of stretching growth targets in both profits and share price.
Under the Profit Growth Plan senior management will be granted new options today to acquire shares in the Company at nominal value under a new 2010 Company Share Option Plan ("2010 Plan"). The number of shares and the vesting entitlements for the new scheme will be subject to performance conditions relating to the growth in Adjusted Profits* in the business unit for which the participant is responsible over the two years to 30th November 2011 or, in the case of Directors, the Group as a whole. Participants will only start to accrue vesting rights in these options once profit growth has exceeded certain minimum growth thresholds that have been set for each individual business unit and range from 3% to 8% per annum. The maximum number of shares that will be available under the Profit Growth Plan is 9,650,000, representing 4.1% of the current issued share capital, which would require annualised growth in Adjusted Profits* of approximately 16% per annum.
The second part of the new scheme will reward significant share price growth in the period from 30th November 2009 to April 2014 through a new Joint Share Ownership Plan ("JSOP") which the Company now intends to set up. Participants will start to accrue rights under the scheme if share price growth in the period exceeds compound growth of 10% per annum. The maximum dilution allowed under the Share Price Growth Scheme will be 10% of the issued share capital, which would require annualised compound share price growth over the period of 45% per annum.
By way of example, if Adjusted Profits grow by 12.5% per annum from November 30th 2009 to November 30th 2011, and the share price were to increase each year by 15% in the period from November 30th 2009 to April 2014, the total number of shares issued under the 2010 Plan and the JSOP would be approximately 14 million, representing dilution of 6% based on the current issued share capital.
Yesterday, prior to the adoption of the 2010 Plan Julian Turner waived his options over 5,500,000 shares granted in 2000 and one other member of senior management has waived options over 400,000 shares granted in 2004.
The participating Directors' remaining beneficial interests in the Company are as follows:
Julian Turner has an interest in 10,110,270 issued shares, representing 4% of the issued share capital, options over a further 692,267 shares and a maximum total participation in the 2010 Plan and the JSOP of 13,750,000 shares, all of which are subject to performance conditions as set out above. Of that total, 1,800,000 options have today been granted under the 2010 Plan.
Quentin Brocklebank has an interest in 69,268 issued shares, representing less than 1% of the issued share capital, options over a further 311,520 shares and a maximum participation in the 2010 Scheme of 8,670,000 shares, all of which are subject to performance conditions as set out above. Of that total, 1,500,000 options have today been granted under the 2010 Plan.
* The Group's definition of Adjusted Profits is as set out in its Annual Report and Accounts:
Adjusted Profits exclude amortisation and impairment of goodwill and intangible assets, exceptional gains and costs (non-trading and of a non-recurring nature), the tax impact of the adjusting items, the use of tax losses and tax credits from recognition of tax losses, and notional accounting charges. The amount for notional accounting charges is not a cash item and encompasses both the unwinding of discounts on preference shares (now redeemed) and provisions and the charge for share based payment costs.
- ENDS -
Enquiries:
Julian Turner, Chief Executive, Electric Word | 020 7954 3470 |
Tim Spratt, Financial Dynamics | 020 7831 3113 |
Andrew Potts/Callum Stewart, Panmure Gordon | 020 7459 3600 |