Chamberlin & Hill PLC
27 March 2007
CHAMBERLIN & HILL PLC
27 March 2007
Directors Dealing
This notification is made in accordance with section 329 of the Companies Act
1985 and Rule 17 of the AIM Rules.
On 27 March 2007, the following awards over ordinary shares in the Company were
made under the rules of the Chamberlin & Hill Performance Share Plan and the
Chamberlin & Hill Share Option Plan to Directors of the Company, as follows:
Chamberlin & Hill Performance Share Plan ('PSP')
Director Number of Shares held under Award
Tim Hair 49,995
Mark Bache 38,457
Adam Vicary 33,843
Under the PSP, awards are structured as nil-cost options granted under the
Enterprise Management Incentives Scheme ('EMI Option') contained in Schedule 5
to the Income Tax (Earnings and Pensions) Act 2003.
No consideration was paid for the grant of the EMI Options.
The vesting of an EMI Option is subject to the continued employment of the
participant and the satisfaction of a performance condition set by the
Remuneration Committee of the Company (see below). The EMI Options will
normally become exercisable in three equal tranches on each of the third, fourth
and fifth anniversaries of the date of grant subject to the satisfaction of a
performance condition set by the Remuneration Committee of the Company. To the
extent that an EMI Option or any part of an EMI Option becomes exercisable, it
remains exercisable until the tenth anniversary of the date of grant.
The proportion of awards that become exercisable under each tranche of the EMI
Option varies on a straight line basis, from 25% to 100%, for average growth in
underlying fully diluted EPS of between 5% p.a. and 10% p.a. above RPI over the
period between the grant and exercise dates. No options are exercisable if
growth is below this range. The base line for the purposes of this calculation
is underlying fully diluted EPS, before exceptional and operating one-off costs,
for the year ended 31 March 2007.
Chamberlin & Hill Share Option Plan ('SOP')
Director Number of Shares held under Option
Tim Hair 202,282
Mark Bache 103,734
No consideration was paid for the grant of options under the SOP, which are
structured as market value options.
The options will normally become exercisable in three equal tranches on each of
the third, fourth and fifth anniversaries of the date of grant subject to the
satisfaction of performance conditions set by the Remuneration Committee of the
Company (see below). To the extent that an option or any part of an option
becomes exercisable, it remains exercisable until the tenth anniversary of the
date of grant.
The proportion of awards that become exercisable under each tranche of the SOP
varies on a straight line basis, from 25% to 100%, for average growth in Total
Shareholder Return of between 15% p.a. and 25% p.a. over the period between
grant and exercise dates, subject to achieving a minimum average growth in
underlying fully diluted EPS of 5% p.a. above RPI. No options are exercisable if
growth is below this range.
The option price payable by each participant on the exercise of his option is
192.8 pence.
The rules of both the EMI Option and the SOP require that total awards, under
these and any other employee share option plan adopted by the company, must not
exceed 10% of the Company's ordinary share capital over a 10 year period. Any
award in excess of this limit would be subject to market purchase.
Chamberlin & Hill Executive Share Option Scheme 1997
On 27 March 2007, Tim Hair surrendered for no consideration an option under the
Chamberlin & Hill Executive Share Option Scheme 1997 over 13,900 ordinary shares
in the Company. The option was granted on 21 June 2006 and had an exercise
price per share of 215.5 pence.
For further information, contact details are:
Chamberlin & Hill plc
Tom Brown, Chairman 01922 707 100
This information is provided by RNS
The company news service from the London Stock Exchange
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