Share Incentive Plans
MFI Furniture Group PLC
15 March 2006
15 March 2006
MFI FURNITURE GROUP PLC - CHANGES IN THE SHARE INTERESTS OF DIRECTORS AND SENIOR
EXECUTIVES; OPERATION OF THE COMPANY'S SHARE INCENTIVE PLANS.
PART ONE - GRANTS UNDER 2006 FOUNDATION PLAN
We advise that on 15 March 2006 awards were granted by the Plan trustee to
certain executive directors and senior executives under the Company's new 2006
Foundation Plan, which was instituted by the Remuneration Committee on 14 March
2006. These grants are in place of any grants during 2006 under the Company's
existing long-term incentive plan. A review is to be conducted by the
Remuneration Committee of the most appropriate incentive structure to apply from
2007 to support the Group's new strategic direction.
The grant to each participant comprises a grant of nil cost options and a grant
of share options with an exercise price of 92 pence per share (together 'the
Options'). The Performance Period is the Company's financial year commencing 25
December 2005. Vesting of the options will be dependent on the average share
price over a period of 30 consecutive dealing days in the Performance Period as
follows:
For nil cost options -
15% vesting if the price equals 95p
100% vesting if the price equals or exceeds 125p
(with vesting on a straight line basis between the two points).
For the share options at an exercise price of 92p -
35% vesting if the price equals 115p
100% vesting if the price equals or exceeds 160p
(with vesting on a straight line basis between the two points).
Vesting will also be dependent on the Remuneration Committee determining that
there has been a satisfactory improvement in the underlying financial
performance of the Company. In the event of a change of control before the end
of the performance period, vesting percentages will be as set out above but in
this case based on the offer price.
Whilst the awards will vest at the end of the financial year 2006, the Options
will generally not be exercisable during a Deferral Period that continues until
31 December 2008.
The details of the above grants are as set out in the following table:
Name Nil Cost Options Share Options granted (92p Release
granted exercise price) Date
Executive
directors
Matthew Ingle 900,000 2,300,000 31.12.08
Mark Robson 575,000 1,380,000 31.12.08
Senior
executives*
Robert Fenwick 360,000 920,000 31.12.08
Gerard Hughes 360,000 920,000 31.12.08
Steven Round 360,000 920,000 31.12.08
* disclosure of share interests is required for these executives, being persons
discharging managerial responsibilities, as defined in the Listing Rules of the
UKLA.
PART TWO - ANNUAL INCENTIVE PLAN - DEFERRED INCENTIVE SHARES
Under this Plan, one third of the amount of the annual incentive payment earned
is deferred into shares in the Company and held in trust for three years before
release.
(A) Vesting of Awards granted in 2003
We also advise of the vesting on 14 March 2006 of the awards granted in 2003 to
executive directors as set out below. The vesting of these awards triggered
income tax and National Insurance liabilities for the individuals concerned and
to fund payment of these liabilities, they sold the numbers of shares shown
respectively, all shares being sold at 102p per share on 14 March 2006:
Name Deferred Shares Shares sold to fund tax and NI Shares
vested charge retained
Matthew 57,871 23,728 34,143
Ingle
Bob Wilson 49,769 20,406 29,363
(B) Grant of Awards in respect of year ended 24 December 2005
In accordance with the terms of the Annual Incentive Plan, one third of the
annual bonus awarded to executive directors for the financial year ended 24
December 2005 has been settled by the awards of deferred incentive shares as set
out in the table below which will held by the Trustee of the Plan until the
release date as set out below
Name Deferred Incentive shares Release Date
Matthew Ingle 191,168 14.03.09
Mark Robson 71,306 14.03.09
PART THREE - PERFORMANCE SHARE PLAN
We also advise that the Remuneration Committee has confirmed that, following the
expiry of the three year Performance Period ended 31 December 2005 with the
performance targets not having been met, the conditional awards set out in the
table below have lapsed:
Name Conditional shares awarded in respect of Performance Period 1.1.03 -
31.12.05 and now lapsed
Matthew 253,457
Ingle
Bob Wilson 211,982
PART FOUR - EXECUTIVE CO-INVESTMENT PLAN ('ECIP')
We also advise that the Remuneration Committee has confirmed that, following the
expiry of the four year Performance Period ended 31 December 2005, the
performance targets have not been met and the Matching Awards have not vested.
As a consequence, the following is the outcome for the remaining participants in
the ECIP.
(A) Return of Commitment Shares
As detailed in the following table, the Trustee of the ECIP has on 14 March 2006
transferred to certain executive directors the respective numbers of shares
beneficially owned or conditionally owned by them and contributed by them into
the Plan as Commitment Shares. The vesting and transfer of certain of these
conditional shares (representing bonuses taken as shares), triggered income tax
and National Insurance liabilities for the participant and to fund payment of
these liabilities, the numbers of shares shown in the table were sold at 102p
per share on 14 March 2006:
Name Number of Commitment shares Shares sold to fund tax Shares
transferred by Trustee and NI charge retained
Beneficially Conditionally
owned owned*
Matthew 104,397 512,379 210,076 302,303
Ingle
Bob 79,169 432,502 177,326 255,176
Wilson
*The conditionally owned shares were contingent upon the individual remaining in
employment with the Company.
(B) Matching Award Shares
The conditional Matching Awards held by executive directors as set out below
have lapsed:
Name Number of shares in lapsed Matching Award
Matthew Ingle 1,233,552
Bob Wilson 1,023,342
PART FIVE - DISPOSAL OF SHARES BY RETIRING DIRECTOR
Mr Bob Wilson is retiring as a director in April 2006 after 29 years' service
with the Company and as part of his retirement planning he has sold 482,271
shares on 14 March 2006 at a price of 102p per share and 79,169 shares on 15
March 2006 at a price of 101.5p per share. He continues to hold 855,854 shares.
PART SIX - RESULTANT INTERESTS' OF DIRECTORS AND SENIOR EXECUTIVES IN THE SHARES
OF THE COMPANY
We confirm that following the transactions notified above the beneficial
interests (excluding options and conditional interests) of the executive
directors and senior executives in the ordinary shares of the Company are now,
save as set out in Part Seven below, as follows:
Name Prior to above transactions Following above transactions
Matthew Ingle 721,103 1,057,549
Mark Robson 0 0
Bob Wilson 935,023 855,854
Robert Fenwick 11,656 11,656
Gerard Hughes 232,000 232,000
Steven Round 0 0
PART SEVEN - DIRECTORS' DEEMED INTERESTS IN EMPLOYEE SHARE TRUST
The directors of MFI Furniture Group Plc are deemed to be interested in all of
the Shares held by the Trustee as potential beneficiaries of the MFI Furniture
Group Plc Employee Share Trust (the 'Trust'). The Trust (and its nominee
company) currently holds 42,529,699 shares (6.8% of the issued share capital of
the Company), of which 835,675 shares are held in the nominee company on behalf
of participants within relevant schemes.
Enquiries should be directed to:
Fiona Laffan Brunswick Group Ltd 020 7404 5959
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