PURE.L Regulatory News (PURE)

16 Jun 2008 08:34



PURECIRCLE LIMITED

(PureCircle or The Company)

LONG TERM INCENTIVE PLAN

16 June 2008

The Board of PureCircle have approved the establishment of a Long Term Incentive Plan which it is envisaged will involve the issue of options or conditional awards over shares in PureCircle to key employees including Executive Directors. The non executive directors consider such a plan appropriate in order to recruit, retain and motivate key employees on a basis aligned fully with shareholders.

In drafting the Plan, Pure Circle has sought to implement a plan commensurate with the Company's positioning as an AIM listed high growth multi-national business. In setting up the Plan, the Company was advised by Hewitt New Bridge Street, the leading UK Remuneration Consultants.

The principal terms of the Plan include:

-  a restriction on the Company issuing (or granting rights to issue) more than 10 per cent of its issued ordinary share capital under the Plan (and any other employee share plan) in any ten calendar year period

-  awards may be linked to performance conditions. It is currently intended that, other than in exceptional circumstances, such as senior recruitment, all awards will be subject to performance conditions and that, initially, the performance conditions will be linked principally to Company share price. However, in the future the Plan also allows for internal target measures to be used where such measures are themselves drivers of shareholder value

The Plan recognises the fast growth and changing nature of the Company and the need to recruit and retain executives in very different employment markets around the world. Accordingly the Plan allows for the Remuneration Committee to exercise significant discretion in exceptional cases where the Committee considers executives will bring particular value to shareholders. 

WILLIAM MITCHELL - GROUP FINANCE DIRECTOR

Further to the announcement of the appointment of William Mitchell as Group Finance Director of 2 June 2008, PureCircle announces that the Remuneration Committee has approved the issue to Mr Mitchell of 600,000 options over shares in PureCircle, with each option being exercisable at a strike price of US$1.00 ("The Joining Options"). The Joining Options will be satisfied by the transfer of existing treasury shares and by the issue of up to 480,000 new shares in the Company to Mr. Mitchell. Subject to the options vesting as detailed below, the Joining Options are exercisable by Mr. Mitchell at any time up to and including 12 June 2015.

The Joining Options vest as follows.

1. 120,000 Joining Options immediately;

2. 120,000 Joining Options on 1 November 2008 (with no conditions precedent other than that Mr Mitchell remains in the employment of the Company at 1 November 2008);

3. 180,000 Joining Options on the later of 12 June 2009 or a date subsequent, subject to the average closing price of PureCircle shares being at least £2.00 over 20 consecutive days (provided that period occurs before 12 June 2013); and

4. 180,000 Joining Options on the later of 12 June 2009 or a date subsequent, subject to the average closing price of PureCircle shares being at least £2.50 over 20 consecutive days (provided that period occurs before 12 June 2013)

In the event there is a change of control the conditions precedent to the vesting of the Joining Options will lapse and the Joining Options may be exercised in full.

Mr Mitchell has exercised the 120,000 Joining Options which have vested immediately on grant. 

The issue of the Joining Options to Mr Mitchell is part of his remuneration package and is intended to align his remuneration closely to the success of PureCircle in a way similar to the other executive directors of the Company who each held shares in PureCircle prior to its Admission to AIM.

The Board has also approved the issue to Mr Mitchell of a conditional award of up to 290,055 shares ("The 2008 conditional award"). The 2008 conditional award vests as follows:

1. Up to 96,685 shares on the later of 12 June 2009 or a date subsequent, subject to the average closing price of PureCircle shares being at least £4.00 over 20 consecutive days (provided that period occurs before 12 June 2011)

2. Up to 193,370 shares on 12 June 2011, subject to the average closing price of PureCircle shares having been at least £4.00 over 20 consecutive days before 12 June 2011

The 2008 conditional award is subject to a sliding scale performance condition dependent upon the average closing price of PureCircle shares. 

1. Below £2.50: no part of the 2008 conditional award vests

2. At £2.50: 30% vests

3. At £4.00: 100% vests

4. Between £2.50 and £4.00 vesting is prorated on a straight line basis

There is no exercise price for the 2008 conditional award.

The terms of both the Joining Options and the 2008 conditional award also entitle Mr Mitchell to receive a benefit in cash and/or shares determined by reference to the value of the dividends paid on shares in respect of dividend record dates occurring between the 12 June 2008 and the relevant vesting date.