SCHEDULE 11
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
This form is intended for use by an issuer to make a RIS notification required by the Market Abuse Rules and section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer's register in accordance with section 59 of the Companies Act 1990.
(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.
(2) An issuer making a notification in respect of a derivative relating to the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.
(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.
(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete the boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.
All relevant boxes should be completed in block capital letters:
1 |
Name of the Issuer
GLANBIA plc |
2 |
State whether the notification relates to: (i) a transaction notified in accordance with Market Abuse Rules;
(ii) a disclosure made in accordance with section 53 (as extended by section 64 of the Companies Act 1990) or entered into the issuer's register in accordance with section 59 of the Companies Act 1990; or (iii) both (i) and (ii). (i) |
3 |
Name of person discharging managerial responsibilities/director:
(1) JAMES BERGIN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES
(2) BRIAN PHELAN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES
(3) HUGH MCGUIRE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES
(4) COLM EUSTACE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES
(5) GERARD MULLALLY, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES
(6) JEFFRY WILLIAMS, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES
(7) JERRY O'DEA, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES |
4 |
State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person:
NOT APPLICABLE |
5 |
Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest: NOTIFICATION IS IN RESPECT OF THE GRANT OF AN AWARD TO EACH OF THE FOLLOWING PERSONS PURSUANT TO THE GLANBIA plc 2008 LONG TERM INCENTIVE PLAN: (1) JAMES BERGIN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES (2) BRIAN PHELAN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES (3) HUGH MCGUIRE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES (4) COLM EUSTACE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES (5) GERARD MULLALLY, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES (6) JEFFRY WILLIAMS, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES (7) JERRY O'DEA, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES |
6 |
Description of shares (including class) debentures or derivatives or financial instruments relating to shares: GRANT OF AWARD PURSUANT TO THE GLANBIA plc 2008 LONG TERM INCENTIVE PLAN OVER ORDINARY SHARES OF €0.06 EACH |
7 |
Name of registered shareholder(s) and, if more than one, number of shares held by each of them: GREENWOOD NOMINEES LIMITED/DAVYCREST NOMINEES LIMITED |
8 |
State the nature of the transaction: GRANT OF AWARD PURSUANT TO THE GLANBIA plc 2008 LONG TERM INCENTIVE PLAN - SEE DETAILS BELOW |
9 |
Number of shares, debentures or financial instruments relating to shares acquired: NOT APPLICABLE |
10 |
Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage): NOT APPLICABLE |
11 |
Number of shares, debentures or financial instruments relating to shares disposed: NOT APPLICABLE |
12 |
Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage: NOT APPLICABLE |
13 |
Price per share or value of transaction
€4.45 |
14 |
Date and place of transaction
28 AUGUST 2008 - JERSEY |
15 |
Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
(1) JAMES BERGIN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES: TOTAL HOLDING/INTERESTS FOLLOWING NOTIFICATION: 27,192 ORDINARY SHARES OF €0.06 EACH 50,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE AWARD IN RESPECT OF UP TO 18,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN PERCENTAGE HOLDING: NOT MATERIAL, LESS THAN 1% (2) BRIAN PHELAN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES TOTAL HOLDING/INTERESTS FOLLOWING NOTIFICATION: 100,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.47 PER SHARE 75,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE ADDITIONALLY, AS A PARTICIPANT OF THE 2002 LONG TERM INCENTIVE PLAN, B PHELAN IS ELIGIBLE FOR A SHARE AWARD OF 10% OF THE 75,000 ORDINARY SHARES THAT HE CONTINUES TO HOLD FOLLOWING THE SECOND ANNIVERSARY OF THE EXERCISE OF THE SHARE OPTION. AWARD IN RESPECT OF UP TO 19,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN PERCENTAGE HOLDING: NOT MATERIAL, LESS THAN 1% (3) HUGH MCGUIRE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES TOTAL HOLDING/INTERESTS FOLLOWING NOTIFICATION: 30,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €1.90 PER SHARE 20,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE 50,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.87 PER SHARE AWARD IN RESPECT OF UP TO 16,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN PERCENTAGE HOLDING: NOT MATERIAL, LESS THAN 1% (4) COLM EUSTACE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES TOTAL HOLDING/INTERESTS FOLLOWING NOTIFICATION: AWARD IN RESPECT OF UP TO 12,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN PERCENTAGE HOLDING: NOT MATERIAL, LESS THAN 1% (5) GERARD MULLALLY, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES TOTAL HOLDING/INTERESTS FOLLOWING NOTIFICATION: 15,683 ORDINARY SHARES OF €0.06 EACH 123,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €1.55 PER SHARE 75,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE ADDITIONALLY, AS A PARTICIPANT OF THE 2002 LONG TERM INCENTIVE PLAN, G. MULLALLY IS ELIGIBLE FOR A SHARE AWARD OF: * 10% OF THE 123,000 ORDINARY SHARES THAT HE CONTINUES TO HOLD FOLLOWING THE SECOND ANNIVERSARY OF THE EXERCISE OF THE SHARE OPTION. * 10% OF THE 75,000 ORDINARY SHARES THAT HE CONTINUES TO HOLD FOLLOWING THE SECOND ANNIVERSARY OF THE EXERCISE OF THE SHARE OPTION. AWARD IN RESPECT OF UP TO 14,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN PERCENTAGE HOLDING: NOT MATERIAL, LESS THAN 1% (6) JEFFRY WILLIAMS, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES TOTAL HOLDING/INTERESTS FOLLOWING NOTIFICATION: 100,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE AWARD IN RESPECT OF UP TO 14,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN PERCENTAGE HOLDING: NOT MATERIAL, LESS THAN 1% (7) JERRY O'DEA, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES TOTAL HOLDING/INTERESTS FOLLOWING NOTIFICATION: 100,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €1.90 PER SHARE AWARD IN RESPECT OF UP TO 11,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN PERCENTAGE HOLDING: NOT MATERIAL, LESS THAN 1% |
16 |
Date issuer informed of transaction
28 AUGUST 2008 |
If a person discharging managerial responsibilities has been granted options by the issuer, complete the following boxes:
17 |
Date of grant: DATE OF AWARD - 28 AUGUST 2008 |
18 |
Period during which or date on which it can be exercised: (1) JAMES BERGIN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST, SUBJECT TO THE APPROVAL OF THE REMUNERATION COMMITTEE, ANY DAY AFTER THE END OF THE PERFORMANCE PERIOD (THREE ACCOUNTING PERIODS COMMENCING IMMEDIATELY AFTER THE END OF 29 DECEMBER 2007) BUT NOT LATER THAN 28 AUGUST 2012. (2) BRIAN PHELAN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST, SUBJECT TO THE APPROVAL OF THE REMUNERATION COMMITTEE, ANY DAY AFTER THE END OF THE PERFORMANCE PERIOD (THREE ACCOUNTING PERIODS COMMENCING IMMEDIATELY AFTER THE END OF 29 DECEMBER 2007) BUT NOT LATER THAN 28 AUGUST 2012. (3) HUGH MCGUIRE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST, SUBJECT TO THE APPROVAL OF THE REMUNERATION COMMITTEE, ANY DAY AFTER THE END OF THE PERFORMANCE PERIOD (THREE ACCOUNTING PERIODS COMMENCING IMMEDIATELY AFTER THE END OF 29 DECEMBER 2007) BUT NOT LATER THAN 28 AUGUST 2012. (4) COLM EUSTACE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST, SUBJECT TO THE APPROVAL OF THE REMUNERATION COMMITTEE, ANY DAY AFTER THE END OF THE PERFORMANCE PERIOD (THREE ACCOUNTING PERIODS COMMENCING IMMEDIATELY AFTER THE END OF 29 DECEMBER 2007) BUT NOT LATER THAN 28 AUGUST 2012. (5) GERARD MULLALLY, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST, SUBJECT TO THE APPROVAL OF THE REMUNERATION COMMITTEE, ANY DAY AFTER THE END OF THE PERFORMANCE PERIOD (THREE ACCOUNTING PERIODS COMMENCING IMMEDIATELY AFTER THE END OF 29 DECEMBER 2007) BUT NOT LATER THAN 28 AUGUST 2012. (6) JEFFRY WILLIAMS, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST, SUBJECT TO THE APPROVAL OF THE REMUNERATION COMMITTEE, ANY DAY AFTER THE END OF THE PERFORMANCE PERIOD (THREE ACCOUNTING PERIODS COMMENCING IMMEDIATELY AFTER THE END OF 29 DECEMBER 2007) BUT NOT LATER THAN 28 AUGUST 2012. (7) JERRY O'DEA, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST, SUBJECT TO THE APPROVAL OF THE REMUNERATION COMMITTEE, ANY DAY AFTER THE END OF THE PERFORMANCE PERIOD (THREE ACCOUNTING PERIODS COMMENCING IMMEDIATELY AFTER THE END OF 29 DECEMBER 2007) BUT NOT LATER THAN 28 AUGUST 2012. |
19 |
Total amount paid (if any) for grant of the option: NIL |
20 |
Description of shares or debentures involved (class and number) (1) JAMES BERGIN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH (2) BRIAN PHELAN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH (3) HUGH MCGUIRE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH (4) COLM EUSTACE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH (5) GERARD MULLALLY, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH (6) JEFFRY WILLIAMS, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH (7) JERRY O'DEA, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH |
21 |
Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise:
NOT APPLICABLE - THIS NOTIFICATION REFERS TO A SHARE AWARD |
22 |
Total number of shares or debentures over which options are held following notification:
(1) JAMES BERGIN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES 50,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE AWARD IN RESPECT OF UP TO 18,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN (2) BRIAN PHELAN, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES 100,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.47 PER SHARE 75,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE ADDITIONALLY, AS A PARTICIPANT OF THE 2002 LONG TERM INCENTIVE PLAN, B PHELAN IS ELIGIBLE FOR A SHARE AWARD OF 10% OF THE 75,000 ORDINARY SHARES THAT HE CONTINUES TO HOLD FOLLOWING THE SECOND ANNIVERSARY OF THE EXERCISE OF THE SHARE OPTION. AWARD IN RESPECT OF UP TO 19,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN (3) HUGH MCGUIRE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES 30,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €1.90 PER SHARE 20,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE 50,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.87 PER SHARE AWARD IN RESPECT OF UP TO 16,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 45,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN (4) COLM EUSTACE, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES AWARD IN RESPECT OF UP TO 12,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN (5) GERARD MULLALLY, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES 123,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €1.55 PER SHARE 75,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE ADDITIONALLY, AS A PARTICIPANT OF THE 2002 LONG TERM INCENTIVE PLAN, G. MULLALLY IS ELIGIBLE FOR A SHARE AWARD OF: * 10% OF THE 123,000 ORDINARY SHARES THAT HE CONTINUES TO HOLD FOLLOWING THE SECOND ANNIVERSARY OF THE EXERCISE OF THE SHARE OPTION. * 10% OF THE 75,000 ORDINARY SHARES THAT HE CONTINUES TO HOLD FOLLOWING THE SECOND ANNIVERSARY OF THE EXERCISE OF THE SHARE OPTION. AWARD IN RESPECT OF UP TO 14,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN (6) JEFFRY WILLIAMS, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES 100,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €2.725 PER SHARE AWARD IN RESPECT OF UP TO 14,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN (7) JERRY O'DEA, PERSON DISCHARGING MANAGERIAL RESPONSIBILITIES 100,000 OPTIONS UNDER 2002 LONG TERM INCENTIVE PLAN, AT AN EXERCISE OF €1.90 PER SHARE AWARD IN RESPECT OF UP TO 11,500 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2007 GLANBIA PLC LONG TERM INCENTIVE PLAN AWARD IN RESPECT OF UP TO 24,000 ORDINARY SHARES OF €0.06 EACH MAY VEST UNDER THE 2008 GLANBIA PLC LONG TERM INCENTIVE PLAN |
23 |
Any additional information: |
24 |
Name of contact and telephone number for queries: JOHN ROCHE + 353 56 7772212 |
Name and signature of duly designated officer of issuer responsible for making notification MICHAEL HORAN DATE OF NOTIFICATION: 28 AUGUST 2008 |