17 Mar 2022 09:15
RNS
17 March 2022
Rotala Plc
("Rotala", the "Company" or the "Group")
Directors' dealings: Grant of Share Options
The Company announces that, on 16 March 2022, it granted options over a total of 3,200,000 ordinary shares of 25p each ("Ordinary Shares") in the capital of the Company (the "New Options"), all of which have an exercise price of 25.0 pence per share, to each of the Company's executive directors, Simon Dunn, Robert Dunn and Kim Taylor. The Board's Remuneration Committee decided to take this step in order to incentivise management as the Group recovers from COVID-19. Further details of the terms of the New Options are set out below.
Background
The Company has not made any awards to executive directors under the Rotala plc 2005 Share Option Scheme (the "Scheme"), except for grants of SAYE options, since 2014. The Scheme was established in 2005, when the Company was first admitted to trading on 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 employees. The Scheme permits the issue of share options up to 13.47% of the total number of the Company's shares in issue (including, for these purposes, shares held in Treasury by the Company). The Company's current issued share capital is 50,924,918 Ordinary Shares, of which 800,000 are 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 |
24 November 2014 | 1,910,000 | 24 November 2017 | 23 November 2024 | 54.0p |
15 October 2021 | 800,000 | 15 October 2021 | 23 November 2024 | 29.0p |
In respect of the issue of 24 November 2014, the share options are split into three equal tranches. For a tranche to be exercisable, the market price of the Ordinary Shares must have reached 65.0p, 80.0p and 95.0p respectively. At the date of this announcement, the market price vesting condition has been met only in respect of the first tranche.
In respect of the issue of 15 October 2021, for the share options to be exercisable, the market price of the Ordinary Shares must have reached 75.0p. At the date of this announcement, the market price vesting condition has not been met.
Each of Simon Dunn, Robert Dunn and Kim Taylor have been granted 2,000,000, 800,000 and 400,000 New Options respectively. For the New Options to be exercisable, the market price of the Ordinary Shares must have been sustained at prices between 56.0p and 62.0p per share over a period of at least 20 consecutive business days.
Options outstanding
Following the issue of the New 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 November 2014 | 1,910,000 | 24 November 2017 | 23 November 2024 | 54.0p |
15 October 2021 | 800,000 | 15 October 2021 | 23 November 2024 | 29.0p |
16 March 2022 | 3,200,000 | 16 March 2022 | 23 November 2024 | 25.0p |
This amounts to a total of 5,910,000 share options, being 11.61% of the total number of the Company's shares in issue (including those held in Treasury). The Remuneration Committee decided to set the expiry date of the New Options to be the same as the existing share options so that the matter of share option awards could be considered afresh in November 2024.
After the grant of the New Options, the Company's executive directors hold the following options over Ordinary Shares:
Number of options granted | Earliest date exercisable | Date of expiry | Exercise price | Market price vesting condition | |
S Dunn | 577,778 | 16/03/2022 | 23/11/2024 | 25.0p | 56.0p |
663,704 | 16/03/2022 | 23/11/2024 | 25.0p | 60.0p | |
758,518 | 16/03/2022 | 23/11/2024 | 25.0p | 62.0p | |
300,000 | 24/11/2017 | 23/11/2024 | 54.0p | 65.0p | |
300,000 | 24/11/2017 | 23/11/2024 | 54.0p | 80.0p | |
300,000 | 24/11/2017 | 23/11/2024 | 54.0p | 95.0p | |
2,900,000 | |||||
R Dunn | 231,111 | 16/03/2022 | 23/11/2024 | 25.0p | 56.0p |
265,481 | 16/03/2022 | 23/11/2024 | 25.0p | 60.0p | |
303,408 | 16/03/2022 | 23/11/2024 | 25.0p | 62.0p | |
205,000 | 24/11/2017 | 23/11/2024 | 54.0p | 65.0p | |
205,000 | 24/11/2017 | 23/11/2024 | 54.0p | 80.0p | |
205,000 | 24/11/2017 | 23/11/2024 | 54.0p | 95.0p | |
1,415,000 | |||||
K Taylor | 115,556 | 16/03/2022 | 23/11/2024 | 25.0p | 56.0p |
132,741 | 16/03/2022 | 23/11/2024 | 25.0p | 60.0p | |
151,703 | 16/03/2022 | 23/11/2024 | 25.0p | 62.0p | |
131,666 | 24/11/2017 | 23/11/2024 | 54.0p | 65.0p | |
131,667 | 24/11/2017 | 23/11/2024 | 54.0p | 80.0p | |
131,667 | 24/11/2017 | 23/11/2024 | 54.0p | 95.0p | |
795,000 | |||||
The remaining 800,000 share options in issue are held by senior management who are not members of the Board of Rotala.
Rotala Plc | 0121 322 2222 |
Graham Spooner, Deputy Chairman and Chairman of the Remuneration CommitteeSimon Dunn, Chief ExecutiveKim Taylor, Group Finance Director | |
Shore Capital |
020 7408 4090 |
Tom Griffiths / James Thomas / Michael McGloin (Corporate Advisory)Henry Willcocks (Corporate Broking) |
About the business
Rotala provides a range of transport solutions, ranging from local bus services under contract to local authorities, through to commercial bus routes. Rotala has operations at Heathrow Airport, in the West Midlands and in the North West. Operating companies are Diamond Bus Ltd, Diamond Bus (North West) Ltd, Hallmark Connections Ltd and Preston Bus Ltd.