Alliance Trust PLC (the "Company")
The Alliance Trust PLC Senior Management Equity Incentive Plan ("AT SMEIP") -
adjustment of awards
The AT SMEIP is a long-term share incentive arrangement linked to the
performance of the Company over three year periods. Under this Plan, executive
directors and senior managers have been granted awards in the form of nil cost
options over the Company's ordinary shares ("AT Shares"). Ordinarily, such
awards vest on the third anniversary of the date on which they were granted but
only to the extent that certain conditions have been met, including specified
performance criteria which are measured over a period of three consecutive
financial years.
Following the merger of the Company and The Second Alliance Trust PLC ("2AT")
(the "Merger"), the number of AT Shares subject to all outstanding awards
granted under the AT SMEIP has been adjusted to reflect the 10:1 split of the
Company's share capital that became effective on 21 June 2006. In terms of this
adjustment, which was made on 23 June 2006, the number of AT Shares over which
each such award subsists has been multiplied by 10.
The Second Alliance Trust PLC Senior Management Equity Incentive Plan ("2AT
SMEIP") - grant of replacement awards
Prior to the Merger becoming effective, each of the Company's executive
directors participated in, and was granted awards under, the 2AT SMEIP. This
arrangement was structured, in all material respects, in the same way as the AT
SMEIP except that it related to ordinary shares in 2AT.
With effect from the effective date of the Merger (21 June 2006), the Company's
executive directors (along with all other participants) surrendered their
outstanding awards under the 2AT SMEIP (the "Original Awards") in consideration
for the grant of equivalent rights over AT Shares (the "Replacement Awards").
These Replacement Awards were granted on 23 June 2006 as detailed in the table
below.
Director Form of award No. of AT Shares
subject to award
David A. Deards Nil-cost option 5,483
Alan J. Harden Nil-cost option 10,398
Sheila M. Ruckley Nil-cost option 4,827
Alan Young Nil-cost option 6,786
Each of the above Replacement Awards is subject to the same terms and
conditions that applied to the corresponding Original Award and will generally
vest on 6 October 2008 (being the third anniversary of the date of grant of the
Original Awards) but only to the extent that performance criteria and other
conditions are satisfied over a three year period.
Total number of AT Shares subject to awards
Following the above adjustments and grants, the total number of AT Shares over
which each of the Company's executive directors currently holds outstanding
awards is as detailed in the table below.
Director Form of award No. of AT Shares
subject to all
outstanding awards
David A. Deards Nil-cost options 26,383
Alan J. Harden Nil-cost options 54,078
Sheila M. Ruckley Nil-cost options 25,087
Alan Young Nil-cost options 16,946
The above notifications are intended to satisfy the Company's obligations under
Disclosure Rule 3.1.4R and relate to transactions notified in accordance with
both Disclosure Rule 3.1.4R(1)(a) and Disclosure Rule 3.1.4R(1)(b) (being
disclosure made in accordance with section 324 (as extended by section 328) of
the Companies Act 1985).
Name of contact Mr. Ian Anderson
Telephone Number 01382 201700
Date of notification 23 June 2006
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