Last checked at 26 Jun 2012 15:54
Trinity Mirror plc
26 June 2012
Trinity Mirror plc (the "Company")
The independent trustee (the "Trustee") of the Trinity Mirror Employees' Benefit Trust based in Jersey (the "Trust") notified the Company that on 25th June 2012 it granted Awards under the Trinity Mirror Long Term Incentive Plan 2012 ("the new LTIP") to acquire ordinary shares in the capital of the Company in the form of nil-cost options to Persons Discharging Managerial Responsibility ("PDMR") within the Company, in the amounts set out below.
The new LTIP was approved by shareholders at the Annual General Meeting of the Company held on 10 May 2012.
Under the terms of the new LTIP, awards are exercisable from the third anniversary of their date of grant for a period of six months and subject to the satisfaction of conditions relating to the performance of the Company over the three financial years to which an award relates.
The Awards will become exercisable as follows:
·; 0% of an Award will be exercisable if the Company's share price is below 75p.
·; 100% of an Award will be exercisable if the Company's share price exceeds 200p; and
If the Company's share price is between 75p and 200p, the number of Shares over which the Award will be exercisable will be determined by straight-line interpolation between these two points
Closing Average Adjusted Share Price at end of Performance Period | Percentage of total number of Shares under Award over which Award can be exercised |
0% | |
100 pence | 20% |
125 pence | 40% |
150 pence | 60% |
175 pence | 80% |
>200 pence | 100% |
Whether a target share price has been achieved will be determined by reference to the Company's volume-weighted average share price over the final quarter of the Performance Period.
In addition, for an Award to become exercisable:
·; the growth in the Company's 3 year TSR must exceed that of the FTSE All-Share Index over the Performance Period; and
·; the Remuneration Committee must be satisfied that the Company's share price performance is a genuine reflection of the underlying business performance of the Company over the Performance Period. The Committee anticipates the factors that will be considered when making this assessment will be biased towards financial performance (but may also include strategic objectives e.g. in the digital arena).
The total exercise price payable on any exercise of a new LTIP award is £1. Nothing is paid for the grant of the award.
The introduction of the new LTIP was part of an overall rebalancing of the Company's remuneration policy from short-term remuneration to long-term incentives. Overall, the bonus element of remuneration has been reduced.
For the 2012 performance year, the maximum cash bonus opportunity has been reduced for the Group Finance Director from 100% of salary to 50% of salary and from 75% to 37.5% for the Secretary and Group legal Director. Deferred share awards (previously up to 60% and 45% of salary) will be replaced by Restricted Share Awards capped at 50% and 37.5% of salary respectively. In effect, the maximum total annual bonus opportunity, which means cash plus Restricted Shares, has fallen from 160% to 100% for the Group Finance Director and from 120% to 75% of salary for the Secretary and Group Legal Director.
Similar reductions have been applied to the other members of the Executive Committee.
The base price for calculating the level of award was 39p, the closing price on 13th March 2012.
The following new LTIP awards were made:
PDMR | Number of Shares
|
Vijay Vaghela Group Finance Director | 1,323,076
|
Paul Vickers Secretary and Group Legal Director | 1,056,416
|
Nick Fullagar Group Communications Director | 342,820
|
Georgina Harvey Managing Director, Regionals | 708,333
|
Mark Hollinshead Managing Director, Nationals | 708,333
|
Tony Pusey Group IT Director | 490,384
|
Further Information:
Paul Vickers
Secretary
Trinity Mirror plc
One Canada Square
London E14 5AP