16 Jul 2013 15:34
Date: | 16 July 2013 |
On behalf of: | Finsbury Food Group plc ('Finsbury', 'the Company' or 'the Group') |
For immediate release | |
Finsbury Food Group plc
Director Options
The Company today announces that 1,149.000 unapproved options over ordinary shares of 1 pence each in the Company ("Ordinary Shares") that are held by John Duffy, the Group CEO, have been cancelled and John Duffy has been issued 361,804 Ordinary Shares at a price of 1 pence per Ordinary Share. Mr Duffy has also been awarded a one off cash bonus of £198,122, to fund the PAYE and national insurance payable by him on the grant of shares. The Remuneration Committee can confirm that Mr Duffy achieved all of the targets linked to the unapproved options.
The net effect for Mr Duffy of the cancellation of these share options, the share issue and cash bonus is the same as if he had exercised the unapproved share options and sold such number of Ordinary Shares as was necessary to meet the exercise price of 20p per share and the tax cost associated with the exercise of the unapproved options. There is no cash benefit to John Duffy as a result of this arrangement. The net effect for the Company is to reduce the number of shares issued by 787,196, forgo the receipt of £229,800 on the exercise of options and incur a net cash cost comprising cash bonus, and national insurance less proceeds of share issue and corporation tax benefit of £145,961.
The Remuneration Committee believes the above issuance of Ordinary Shares and cash bonus is beneficial to shareholders of the Company as it reduces dilution and removes a potential share overhang. Furthermore, the Remuneration Committee recognises that there are a significant number of unapproved share options that are likely to become exercisable in 2014. The Remuneration Committee is investigating ways to facilitate the exercise of these options in a manner that minimises dilution of existing shareholders and avoids share overhangs, while retaining maximum alignment of employee and shareholder interests. The Company is in the process of implementing an Employee Benefit Trust in conjunction with a Joint Share Ownership Plan to provide future tax efficient incentives to employees in a manner that minimises dilution to shareholders.
In accordance with the FSA's Disclosure and Transparency Rules, the Company wishes to notify the market of the following:-
Following the issue, Mr Duffy has a beneficial interest in 1,737,273 Ordinary Shares, representing 2.7 per cent. of the current issued share capital of the Company. Further, Mr Duffy now holds 2,611,000 options over Ordinary Shares.
Following the above issue of Ordinary Shares, the Company's issued share capital consists of 64,510,215 Ordinary Shares, all with voting rights. No Ordinary Shares were held in treasury at the date of this announcement. The total number of current voting rights in the Company is therefore 64,510,215.
The above figure (64,510,215 Ordinary Shares) may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the Company.
- ENDS -
For further information: | |
Finsbury Food Group plc | www.finsburyfoods.co.uk |
John Duffy (Chief Executive) | 029 20 357 500 |
Stephen Boyd (Finance Director) | |
Cenkos Securities plc
| |
Bobbie Hilliam (Corporate Finance) | |
Alex Aylen (Sales) | |
Redleaf Polhill | finsbury@redleafpr.com |
Emma Kane/Rebecca Sanders-Hewett/ | 0207 382 4730 |
Jenny Bahr |
Publication quality photographs are available via Redleaf Polhill on the numbers shown above
Notes to Editors:
§ Finsbury Food Group plc (AIM: FIF), is a leading manufacturer of cake, bread and bakery goods. Within its Cake business, the Group's focus ispremium and celebration cakes plus low fat cake slices. Its Bread business manufactures artisan and organic bread and also morning goods.
§ Finsbury Food Group is the second largest manufacturer of Ambient Packaged Cake (excluding In Store Bakery) in the UK, a market valued at £901m (Source: Kantar Worldpanel Total UK Coverage, June 2013).
§ The Group's strategy is to generate returns for shareholders by building a crafted bakery group focused on premium, celebration and well being that delivers for customers and consumers. Finsbury continues to develop its licensed brand portfolio to complement its core retailer brand relationships and improve its understanding of and response to changing consumer needs.
§ Whilst the Company sees exciting organic growth opportunities in all its businesses and its short-term focus is on integrating and growing its existing businesses, the aim is to take advantage of the appropriate bolt on acquisitions to drive longer term value as opportunities and circumstance allow.