11 Oct 2010 16:00
Proposed New Long Term Incentive Plan and Proposed Amendment to the Existing Option Plan and Notice of General Meeting
MALVERN, PENNSYLVANIA, AND STAFFORD, UK, 11 October 2010 - PuriCore plc (LSE: PURI) ("PuriCore" or the "Company"), the water-based clean technology company focused on developing and commercialising proprietary, green solutions that safely, effectively, and naturally kill infectious pathogens, today announces that it is proposing a new Long Term Incentive Plan ("LTIP") and an amendment to the Company's Executive Omnibus Incentive Plan (the "Option Plan").
A circular is expected to be posted today to Shareholders by the Company that contains details of the LTIP and the associated proposed change to the Option Plan (the "Circular"). The Directors are seeking approval of the LTIP and the amendment to the Option Plan at a General Meeting to be held at 9.00 a.m. at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD on 29 October 2010.
PuriCore Value Sharing Plan (LTIP)
The LTIP allows the creation of an award pool of 15% of the amount by which the market capitalisation of the Company exceeds £35 million on 30 September 2012. This award pool will be allocated amongst the participants at a pre-determined rate and is intended to be satisfied through a combination of new ordinary shares and cash. To implement the LTIP, the Option Plan is proposed to be amended to exclude the issue of any share awards under the LTIP from the Option Plan dilution limit.
PuriCore will realise short-term cash savings from the implementation of the LTIP as some participants are accepting reductions in cash-based compensation-for the term of the LTIP-in exchange for participation in the LTIP. These reductions include foregoing employer retirement plan contributions and waiving rights to the annual bonus scheme, for those participants who are entitled to these benefits, and certain participants taking an approximate 17% reduction in basic salary. Further, all participants must waive their rights to existing share option grants, whether vested or unvested.
A summary of the LTIP and a summary of the proposed amendment to the Option Plan is set out in the Circular.
Background to the PuriCore Value Sharing Plan
The Remuneration Committee of the Board of Directors (the "Remuneration Committee") believes the LTIP is an appropriate tool to motivate the participants to achieve the Company's sales growth and profitability goals, and to deliver significant value to shareholders in terms of market capitalisation increase. The Remuneration Committee is confident that the senior executive team charged with delivering the Company's goals is focused and that the strategies being implemented should allow the Company to meet its goals on an accelerated basis. Aligning the senior executive remuneration strategy with the Company's business goals and with the interests of shareholders is critical. The Remuneration Committee believes the LTIP does this in the following ways:
·; incentivises the participants to focus on strategies and tactics with a common goal of creating shareholder wealth by increasing market capitalisation;
·; establishes a challenging market capitalisation hurdle of £35 million (compared with the current market capitalisation of approximately £13 million) below which participants receive no pay-out;
·; provides a short-term (24-month) period for delivering on the Company's goals; and
·; offers flexibility in the type of senior executive remuneration (shares or cash), which the Remuneration Committee can utilise based on the financial and cash position of the Company at the time of the award.
A copy of the Circular and related form of proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection. The Notice of General Meeting will shortly be available on the Company's website.
Enquiries:
| Financial Dynamics | PuriCore |
| Susan Quigley | Chris Wightman |
| Ben Brewerton | Executive Chairman |
| +44 (0) 20 7831 3113 | +44 (0) 20 7290 3440 |
About PuriCore
PuriCore plc (LSE: PURI) is a water-based clean technology company focused on developing and commercialising proprietary green solutions that safely, effectively, and naturally kill infectious pathogens without causing harm to human health or the environment. PuriCore's patented, proprietary technology mimics the human body's production of the natural antimicrobial hypochlorous acid, offering a safe and non-hazardous approach to disinfection and sanitisation. The Company's products are used in a broad range of markets that depend upon controlling contamination, including food retail and foodservice, medical device disinfection, and wound care. Hypochlorous acid is proven to be safe, environmentally friendly, and fast acting against a broad range of infectious pathogens, including major public health threats of C.difficile, E.coli, HIV, Human and Animal Influenza (including H1N1 and H5N1), Legionella, MRSA, M.tuberculosis, Norovirus, and Salmonella. PuriCore is headquartered in Malvern, Pennsylvania, with operations in Stafford and Clevedon, UK.
To receive additional information on PuriCore, please visit our website at www.puricore.com, which does not form part of this announcement.