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19 Aug 2009 16:21
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Premier Foods plc (the "Company")
19Β August 2009
NOTIFICATION OF TRANSACTIONS OF DIRECTORS ANDΒ OTHERΒ PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
We wish to notify the following, in accordance withΒ DTRΒ 3.1.4(1)(a) of the Disclosure RulesΒ and Transparency Rules.
OnΒ 19Β August 2009,Β following theΒ completion of the Placing and Open Offer and Firm PlacingΒ ("theΒ Open Offer")Β proposedΒ by theΒ Company onΒ 5Β March 2009 and pursuant to the rules of the Company's share schemes, adjustments have been made to awards and options granted under those schemes to participants in the schemes to take accountΒ ofΒ the variation of the Company's share capital resulting from the Open Offer on the basis described below. In accordance with the rules of the Company's share schemes, the Company's auditors have confirmed, where necessary, that theΒ calculations used to make theΒ adjustments are fair and reasonable and HM Revenue & Customs and the Irish Revenue Commissioners have approved the adjustments to options outstanding under those of theΒ Company's share schemes that have been approved by them.
The adjustments operate so as to increase the number of shares subject to options and awards by a factor ofΒ 5.12%Β and, in the case of optionsΒ (other than those exercisable for nil or nominal consideration), to reduce the exercise price perΒ shareΒ by a factor ofΒ 4.87%.Β The adjustments to the awards and options held by the Directors of theΒ Company and persons discharging managerial responsibilities ("PDMR") under each scheme are set out below.
1.Β Β The optionsΒ granted under the Premier FoodsΒ SharesaveΒ ("Sharesave"), a HMΒ Revenue & Customs approved all-employee share plan,Β overΒ ordinary shares of theΒ Company have been adjusted for the following Directors/PDMR's:
|
Director/PDMR |
No. of shares under option before adjustment |
Number of shares under option following adjustment |
Exercise Price of option before adjustment |
Exercise price of option following adjustment |
Maturity date |
|
Robert Schofield |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Paul Thomas |
2,938 |
3,088 |
196p |
186.45p |
01/12/2010 |
|
Paul Thomas |
4,853 |
5,101 |
72p |
68.49p |
01/12/2011 |
|
Tim Kelly |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Brian Carlton |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Mark Hughes |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Andrew Peeler |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Bob Spooner |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Mark Vickery |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Suzanne Wise |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
|
Ian York |
9,760 |
10,259 |
72p |
68.49p |
01/12/2011 |
2. The nil-cost options granted under the Company's Deferred Bonus Plan ("Deferred Bonus Plan") have been adjusted for the following Directors/PDMR:
|
Dire Director/PDMR |
No. of shares under option before adjustment |
No. of shares underΒ option following adjustment |
|
Robert Schofield |
33,255 |
34,958 |
|
Paul Thomas |
24,254 |
25,495 |
3. The optionsΒ granted under the Premier Foods plcΒ ExecutiveΒ Share Option Scheme ("ESOS")Β in 2004,Β over ordinary shares of the Company have been adjusted for the following Directors/PDMR's:
|
Director/ PDMR |
No. of shares under option before adjustment |
No. of shares under option following adjustment |
Exercise price of Option before adjustment |
Exercise price of Option following adjustment |
|
Robert Schofield |
1,108,910 |
1,165,686 |
169.65 pence |
161.38pence |
|
Paul Thomas |
660,188 |
693,990 |
169.65 pence |
161.38Β pence |
|
Brian Carlton |
46,419 |
48,795 |
169.65 pence |
161.38pence |
|
Ian York |
166,078 |
174,581 |
169.65 pence |
161.38Β pence |
4. The awardsΒ granted under the Premier Foods Co-InvestmentΒ Plan ("CIP")Β overΒ ordinary shares of theΒ Company have been adjusted for the following Directors/PDMR's.Β
|
Director/PDMR |
Award |
Maximum number of shares under award before adjustment |
Maximum number of shares under award following adjustment |
|
Robert Schofield |
2007 |
1,170,489 |
1,230,418 |
|
2008 |
3,302,478 |
3,187,741 |
|
|
Paul Thomas |
2007 |
590,163 |
620,379 |
|
2008 |
1,528,980 |
1,607,264 |
|
|
Tim Kelly |
2007 |
300,000 |
315,360 |
|
2008 |
800,091 |
841,056 |
|
|
Brian Carlton |
2007 |
147,540 |
155,094 |
|
2008 |
387,864 |
407,723 |
|
|
Will Carter |
2008 |
749,499 |
787,873 |
|
Mark Hughes |
2007 |
186,885 |
196,454 |
|
2008 |
491,295 |
516,449 |
|
|
Andrew Peeler |
2008 |
499,665 |
525,248 |
|
Bob Spooner |
2007 |
245,901 |
258,491 |
|
2008 |
655,812 |
689,390 |
|
|
Mark Vickery |
2007 |
157,377 |
165,435 |
|
2008 |
415,722 |
437,007 |
|
|
Suzanne Wise |
2008 |
499,665 |
525,248 |
|
Ian York |
2007 |
206,556 |
217,132 |
|
2008 |
534,642 |
562,016 |
Suzanne Wise
General Counsel & Company Secretary
Premier Foods plc
Tel: 01727 815 850
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