Director Dealing
31 March 2010
Today, the Board announces new awards have been made under the Jelf Group plc 2008 Long Term Incentive Plan ("2008 LTIP"), which provides for awards of equity-settled SARs to certain directors and key employees. The economic, accounting and tax treatment of SARs are similar to share options, but SARs are more "share efficient" in terms of dilution.
The SARs awards will deliver to recipients a net gain equal to the increase in share price between the base price and the price prevailing at the end of the thirty month performance period. This net gain is delivered in shares, by reference to the share price prevailing when the award is exercised. The number of shares actually issued following exercise will therefore be less than the number of SARs issued.
Exercise of the SARs is subject to the achievement of specified performance conditions over a thirty month period; if these conditions are met, the SARs vest and are exercisable from 1 October 2012 and 30 September 2013. Hence the 2008 LTIP is both an incentive and retention device for key directors and employees.
SARs granted to the directors amount to 6.4% of the current issued share capital of the Company; additional SARs granted to other key employees amount to 1.1% of the current issued share capital. These SARs awards are partially offset by the surrender of earlier awards under the 2008 LTIP amounting to 3,175,000 SARs or 3.1% of current issued share capital (directors) and 750,000 SARs or 0.7% (other employees).
The SARs granted under the 2008 LTIP to each of the relevant directors are as follows:
| No. of SARs granted under the 2008 LTIP scheme | Existing share options held | Total No. of share options and SARs held | |
| Alex Alway | 4,000,000 | - | 4,000,000 |
| Chris Jelf | 550,000 | - | 550,000 |
| John Harding | 1,200,000 | 57,813 | 1,257,813 |
| Philip Barton | 800,000 | - | 800,000 |
Hence the total existing aggregate holdings of each of the relevant directors and their beneficial interest in the total voting rights is now as follows:
| No. of Ordinary shares held | Total no. of share options and SARs not yet vested | No. of shares awarded by EBT not yet vested | Total aggregate holding | Total holding as a % of issued and to be issued capital* | |
| Alex Alway | 1,320,883 | 4,000,000 | 25,000 | 5,345,883 | 4.8% |
| Chris Jelf | 2,439,243 | 550,000 | - | 2,989,243 | 2.7% |
| John Harding | 330,036 | 1,200,000 | 15,000 | 1,545,036 | 1.4% |
| Philip Barton | 443,681 | 800,000 | 10,000 | 1,253,681 | 1.1% |
* Calculated by dividing each individual's total aggregate holding by the whole of the issued and to-be-issued share capital of the Company (which comprises 102,593,095 Ordinary Shares in issue, and 1,386,620 share options and 7,850,000 SARs). As noted above the conversion of SARs will not result in an equivalent issue of shares.