Last checked at 10 Aug 2020 07:00
Synectics plc
(the "Company")
Directors' / PDMRs' Interests in Shares
Synectics plc (AIM: SNX), a leader in the design, integration and support of advanced security and surveillance systems, announces that on 7 August 2020 it made an award of options ("Options"), in aggregate, over 546,000 ordinary shares of 20p each in the Company ("Ordinary Shares") to certain Directors and Persons Discharging Managerial Responsibility ("PDMRs"), under its existing Performance Share Plan ("PSP"), as detailed below:
Director Options
Name | Position | Number of Options |
Paul Webb | Chief Executive Officer | 300,000 |
David Bedford | Group Finance Director | 186,000 |
Following these awards, their total interests in Ordinary Shares comprise:
Name |
Number of Ordinary Shares held | Interest in Ordinary Shares in Synectics plc share schemes |
Resultant total interest in Ordinary Shares |
% of issued share capital |
Paul Webb | 57,115 | 533,909 | 591,024 | 3.32% |
David Bedford | 5,000 | 186,000 | 191,000 | 1.07% |
The above one-off awards vest over a five-year period up to the end of the Company's financial year ending 30 November 2025. The Options are divided into three equal tranches, vesting after the next three, four and five full financial years respectively, depending on the achievement of the performance criteria at each measurement date and are exercisable at nil cost. All Options must be exercised within ten years of the date of award.
The performance criteria will be measured according to the average of the Compound Annual Growth Rate ("CAGR") of the Total Shareholder Return and the CAGR of Adjusted Underlying Diluted Earnings Per Share for each of the three relevant periods of roughly three, four and five years respectively. If this average is 25% or more, 100% of that tranche of Options will vest. If this average is above 15% and below 25%, between 0% and 100% of the Options will vest (on a straight-line basis). 75% of any Options not vesting at the three year and four-year vesting points may be carried forward to the following year. Any Options not vesting at the five-year point will lapse. The baseline for calculating the CAGR of Total Shareholder Return is £1.35 per share, and the baseline for calculating the CAGR of Adjusted Underlying Diluted Earnings Per Share is 11.87 pence per share (being the actual equivalent adjusted earnings per share of the Company in the financial year to 30 November 2019).
The limit on the number of Ordinary Shares over which options may be awarded remains unchanged.
Mr Webb's previous 2017 PSP award of options over 15,000 Ordinary Shares lapsed on 1 March 2020.
Any entitlement under the PSP will lapse on cessation of employment prior to the end of the five-year vesting period, unless cessation of employment is by reason of redundancy, ill health or death.
PDMR Options
Name | Number of Options |
Greg Alcorn | 20,000 |
David Lowe | 20,000 |
Iain Stringer | 20,000 |
Following these awards, their total interests in Ordinary Shares comprise:
Name |
Number of Ordinary Shares held | Interest in Ordinary Shares in Synectics plc share schemes | Resultant total interest in Ordinary Shares | % of issued share capital |
Greg Alcorn | - | 23,237 | 23,237 | 0.13% |
David Lowe | 10,000 | 40,759 | 50,759 | 0.29% |
Iain Stringer | 12,210 | 30,000 | 42,210 | 0.24% |
Under the PSP, selected employees are entitled to exercise an option to receive a certain number of Ordinary Shares at any time after a three-year vesting period, exercisable at nil cost. The number of Ordinary Shares that are awarded at the end of the three-year period is dependent on the achievement of certain performance criteria and must be exercised within ten years of the date of award.
As above, vesting of the PSP award is measured according to the average of the CAGR of the Total Shareholder Return Index and the CAGR of Adjusted Underlying Diluted Earnings Per Share. If this average is 25% or more, 100% of the award will vest. If this average is above 15% and below 25%, between 0% and 100% of the award will vest (on a straight-line basis). The same baselines apply as for the Director Options above.
The limit on the number of Ordinary Shares over which options may be awarded remains unchanged.
Any entitlement under the PSP will lapse on cessation of employment prior to the end of the 3-year vesting period, unless cessation of employment is by reason of redundancy, ill health or death.
Should the performance criteria be met in full or in part for both the Director Options and the PDMR Options, it is intended that the appropriate number of Options will be satisfied firstly from any unallocated Ordinary Shares already held within the Company's employee benefit trust with the balance to be satisfied from a new issue of Ordinary Shares.
Full details of the PSP were set out in the Company's Annual Report for the year ended 30 November 2019, copies of which are available on the Company's website, www.synecticsplc.com.
For further information, please contact:
Synectics plc
Claire Stewart, Company Secretary
Tel: +44(0) 114 280 2828
www.synecticsplc.cominfo@synecticsplc.com
Shore CapitalTom Griffiths / David Coaten / Henry WillcocksTel: +44 (0) 207 408 4050
About Synectics plc
Synectics (AIM: SNX) is a leader in the design, integration and support of advanced security and surveillance systems that enable clients around the world to protect their people, communities, and assets.
Founded over 30 years ago, Synectics has deep industry experience across gaming, energy, urban transport, public space and critical infrastructure projects. The group's expert engineering teams work in partnership with customers to create integrated product and technology platforms, proven in the most complex and demanding operating environments.
Find out more at www.synecticsplc.com.