25 Nov 2014 07:00
25 November 2014
Rotala plc
("the Company")
Director dealings: Issue of Share Options
The Company announces that on 24 November 2014, it granted options over a total of 2,685,000 ordinary shares in the Company (the "New Options"), all of which have an exercise price of 54.0 pence per share. The New Options were granted to executive directors, Simon Dunn, Robert Dunn and Kim Taylor, and also to a number of senior employees. Further details of the terms of the New Options are set out below.
In addition, the Company has cancelled a number of options which were granted to certain directors and senior employees in 2005 (the "2005 Options").
Background
The Company has not granted any awards under the Rotala plc 2005 Share Option Scheme ("The Scheme"), except for grants of SAYE options, since 2008. The Scheme was established in 2005, when the Company was first admitted to AIM, and was intended to encompass the issue of share options to the Board and senior management, as well as SAYE option grants to all levels of employee. The Scheme permits the issue of share options up to 13.47% of the total number of shares in issue (including, for these purposes, shares held in Treasury by the Company). The Company's current issued share capital is 39,175,003 ordinary shares, of which 700,000 are at this time held in Treasury.
Prior to the grant of the New Options, the following share options were in issue:
Date of grant | Number of options granted | Earliest exercise date | Date of expiry | Exercise price |
29 March 2005 | 240,000 | 29 March 2008 | 28 March 2015 | 125.0p |
30 August 2005 | 93,333 | 30 August 2008 | 29 August 2015 | 162.5p |
30 March 2006 | 440,000 | 30 March 2009 | 29 March 2016 | 37.5p |
24 July 2007 | 192,000 | 24 July 2010 | 23 July 2017 | 62.5p |
6 September 2007 | 880,000 | 6 September 2010 | 5 September 2017 | 62.5p |
5 September 2008 | 685,000 | 5 September 2011 | 4 September 2018 | 50.0p |
24 September 2012 | 289,135 | 24 September 2015 | 24 March 2016 | 40.05p |
The grant of options in September 2012 related solely to SAYE options under an HMRC approved SAYE option scheme. The only condition attaching to all the other share option issues was a vesting period of 3 years from the date of grant. All non-SAYE options have therefore in principle vested. The options in issue in the above table amount to 7.20% of the shares in issue (including those held in Treasury).
In order to update the incentive package for the board and senior management and better align the interests of shareholders and management, the Company has decided to cancel the 2005 Options and grant the New Options. John Gunn, Simon Dunn and Kim Taylor all held an interest in the 2005 Options.
Simon Dunn, Robert Dunn and Kim Taylor have been granted 900,000, 615,000 and 395,000 New Options respectively. The New Options have the following vesting conditions:
(i) a vesting period of three years from the date of grant; and
(ii) share price hurdles of 65, 80 and 95 pence. Each option issue to every individual grantee is divided equally into three tranches, with share price hurdles of 65 pence, 80 pence and 95 pence respectively.
Options outstanding
Following the issue of the New Options and the cancellation of the 2005 Options, the following share options are now in issue:
Date of grant | Number of options granted | Earliest exercise date | Date of expiry | Exercise price |
24 September 2012 | 289,135 | 24 September 2015 | 24 March 2016 | 40.05p |
30 March 2006 | 440,000 | 30 March 2009 | 29 March 2016 | 37.5p |
24 July 2007 | 192,000 | 24 July 2010 | 23 July 2017 | 62.5p |
6 September 2007 | 880,000 | 6 September 2010 | 5 September 2017 | 62.5p |
5 September 2008 | 685,000 | 5 September 2011 | 4 September 2018 | 50.0p |
24 November 2014 | 2,685,000 | 24 November 2017 | 23 November 2024 | 54.0p |
This amounts to a total of 5,171,135 share options, being 13.20% of the shares in issue (including those held in Treasury).
The remaining share options issued on 24 November 2014 have been granted, on the same terms, to senior managers who are not members of the board of the Company.
After the cancellation of the 2005 Options and the grant of the New Options, the directors of the Company hold the following options over ordinary shares:
Number of options granted | Earliest date exercisable | Date of expiry | Exercise price | |
S L DUNN | 22,471 | 24/09/2015 | 24/03/2016 | 40.05p |
80,000 | 30/03/2009 | 29/03/2016 | 37.5p | |
200,000 | 06/09/2010 | 05/09/2017 | 62.5p | |
85,000 | 05/09/2011 | 04/09/2018 | 50.0p | |
900,000 | 24/11/2017 | 23/11/2024 | 54.0p | |
1,287,471 | ||||
R A DUNN | 22,471 | 24/09/2015 | 24/03/2016 | 40.05p |
400,000 | 05/09/2011 | 04/09/2018 | 50.0p | |
615,000 | 24/11/2017 | 23/11/2024 | 54.0p | |
1,037,471 | ||||
K M TAYLOR | 160,000 | 30/03/2009 | 29/03/2016 | 37.5p |
240,000 | 06/09/2010 | 05/09/2017 | 62.5p | |
85,000 | 05/09/2011 | 04/09/2018 | 50.0p | |
395,000 | 24/11/2017 | 23/11/2024 | 54.0p | |
880,000 | ||||
J H GUNN | 120,000 | 30/03/2009 | 29/03/2016 | 37.5p |
200,000 | 06/09/2010 | 05/09/2017 | 62.5p | |
320,000 | ||||
F G FLIGHT | 80,000 | 30/03/2009 | 29/03/2016 | 37.5P |
140,000 | 06/09/2010 | 05/09/2017 | 62.5P | |
220,000 |
For further information please contact:
Rotala Plc | |
John Gunn, Chairman | 020 7602 7500 |
Simon Dunn, Chief Executive | 07825 808 525 |
Kim Taylor, Group Finance Director | 07825 808 529 |
Numis Securities Limited | 020 7260 1000 |
David Poutney (Corporate Broker); Richard Thomas /Stuart Skinner (Nominated Adviser) |