Director/PDMR Shareholding
Next PLC
29 July 2005
NEXT PLC
RISK/REWARD ANNOUNCEMENT
Risk/reward investment plan
The Board of Next plc (Next) announces that, pursuant to the approval given by
shareholders at its Extraordinary General Meeting (EGM) on 15 July 2005 to the
Company's risk/reward investment plan (the Plan), its executive directors
together with nineteen other senior employees have each made a personal
investment in a financial contract, the success of which is based on the market
price of Next's ordinary shares in four years time.
The return on this financial contract will vary between a minimum of zero (if
Next's share price is then £20.50 or less) and a maximum of approximately five
times the initial investment. The maximum value will only be achieved if the
final share price is at or above £25.00 in four years time. The final price
will be determined by an averaging mechanism over the last three months of the
four year term. At the close of business on 28 July 2005, the official closing
price of a Next ordinary share was £15.71.
These financial contracts have been entered into with Cantor Index, an
independent third party regulated by the Financial Services Authority, and are
not subsidised, supported or underwritten by Next, nor is there any other
present or future liability for Next in respect of these contracts. No interest
in the Company's securities is being acquired under these contracts by the
directors or employees.
In accordance with the terms of the Plan, and following approval by the
Company's Remuneration Committee, Next also made a special contribution of
£1,198,500 to the Next Employee Share Ownership Trust (Next ESOT) on 27 July
2005. This contribution was applied by the Next ESOT to acquire 1,346,629
listed warrants issued by Goldman Sachs Jersey Limited (GS) at a price of 89.0
pence, inclusive of all costs, on 28 July 2005.
These warrants are held on revocable trusts for the directors and senior
employees as set out below. In the event that any participant leaves the
Company's employment before 28 July 2009 (other than in 'good leaver'
circumstances such as death, disability, redundancy or retirement at age 60 or
through ill-health if earlier), any entitlement to a return on the listed
warrants held by the Next ESOT will be forfeited in full. In 'good leaver'
circumstances, any such entitlement will be restricted pro-rata to the time the
participant was employed by Next during the four year period to 28 July 2009.
In addition, Next also acquired 172,368 warrants direct from GS at a cost of
£153,408 in order to hedge its potential employers' national insurance
contributions liability in respect of the Plan.
Details of the amounts invested by directors and senior employees in their
financial contracts and of the listed warrants held by the Next ESOT are as
follows:
+----------------+------------------------------+------------------------------+
|Name/Position |Investment in financial |Number of listed warrants |
| |contract from own resources |issued by GS held by Next |
| |(£'s) |ESOT |
+----------------+------------------------------+------------------------------+
|Simon Wolfson, | 100,000 | Nil |
|Director | | |
+----------------+------------------------------+------------------------------+
|Christos | 66,000 | 222,472 |
|Angelides, | | |
|Director | | |
+----------------+------------------------------+------------------------------+
|David Keens, | 50,000 | 168,539 |
|Director | | |
+----------------+------------------------------+------------------------------+
|Andrew Varley, | 50,000 | 168,539 |
|Director | | |
+----------------+------------------------------+------------------------------+
|Senior | 233,500 | 787,079 |
|employees | | |
+----------------+------------------------------+------------------------------+
|TOTALS | 499,500 | 1,346,629 |
+----------------+------------------------------+------------------------------+
The Next share price must average more than £20.50 over the three months to 28
July 2009 for there to be any return on the financial contracts or the listed
warrants. This compares with an average share price of £14.93 over the three
months to 28 July 2005 and equates to an annual compound growth rate of 8.3%
prior to dividends payable. Based on the number of ordinary shares in issue,
currently 256.5 million, this would require an increase in market capitalisation
of £1.2 billion.
In order to achieve maximum value at the share price of £25.00, the annual
compound growth rate would be 13.8% and the increase in market capitalisation
would be £2.3 billion.
Details of the Plan, including a description of the nature of the financial
contracts invested in by directors and employees, are set out in the Notice of
Meeting of the EGM held on 15 July 2005, a copy of which can be located on the
Company's web-site, www.next.co.uk under 'Corporate information'. Details of
the warrant issued by GS are available from the London Stock Exchange under
product code GA86.L or ISIN GB00B0F9V751.
Executive directors of Next who participate in the Plan are deemed to be
discretionary beneficiaries in the Next ESOT and consequently are considered to
be interested in all of the ordinary shares in Next held by the Next ESOT,
currently 8,501,449 such shares.
This transaction notification disclosure is made in accordance with
DR 3.1.4(R)(1)(a) of the UKLA Disclosure Rules.
Contacts: Andrew McKinlay, Company Secretary
Seonna Anderson, Deputy Company Secretary
NEXT PLC
Tel: 08454 567777
Alistair Mackinnon-Musson
Philip Dennis
Hudson Sandler
Tel: 020 7796 4133
Email: next@hspr.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange