Directors incentivisation and

RNS Number : 7897V

Pennant International Group PLC

08 November 2010

 



PENNANT INTERNATIONAL GROUP PLC

(AIM: PEN)

Revised Incentive Arrangements for Executive Directors

Pennant International Group plc (the "Company") announces that following a review of the incentivisation arrangements for its executive directors, Chris Snook ("CS") and John Waller ("JW") it has undertaken the following measures (together the "Arrangements"):

·      the Company has established an employee benefit trust (the "EBT");

·      the Company has made an interest free loan of £292,775 to the EBT;

·      the Company has waived the performance conditions attached to share options held by CS and JW

·      the EBT has made interest free loans to CS and JW of £148,013 and £144,763 respectively;

·      each of CS and JW will apply the loan made to him to finance the acquisition from the Company of:

(1)  1,120,000 ordinary shares in the Company formerly held by the Company in Treasury, by exercising all their options to acquire shares in the Company for an aggregate exercise price of £188,050;

(2)  355,000 ordinary shares in the Company formerly held by the Company in Treasury, at a price of 14.75p per share;

·      the Company has cancelled 2,500,000 of its ordinary shares formerly held in Treasury.

Further details of and reasons for the Arrangements

The remuneration committee of the Company, Mr Christopher Powell and Mrs Jennifer Powell, consider that the Arrangements provide a better and more tax effective long term incentive to CS and JW to deliver value for shareholders than the former share option arrangements.

In place of the performance conditions attached to options held by CS and JW which have been waived in order to permit the options to be exercised, terms restricting the disposal of shares acquired by CS and JW have been included in the loans to them from the EBT.  Prior to the announcement of the Company's results for its financial year ending 31 December 2012, in the event that CS or JW ceases to be an employee of the Company or any of its subsidiaries for any reason other than retirement due to ill-health or accident or a reason which gives rise to a claim by him for compensation for unfair dismissal, he must offer for sale to the EBT all shares in the Company acquired by him using the loan from the EBT at a sale price equal to the acquisition cost to him.  Each of CS and JW will be obliged to repay the loan made to him by the EBT upon his ceasing to be an employee of the Company or any of its subsidiaries at any time. Upon the sale or disposal of any shares acquired by him using the loan from the EBT he will be obliged to repay a part of the loan equal to the acquisition cost to him of the shares so sold or disposed of.  However, should the price of the shares acquired by CS and JW using loans from the EBT fall below the average cost per share at which he acquired them, he will be required to repay only so much of the loan as is equal to the market value of the shares held by him.

In accordance with the AIM Rules, the Arrangements constitute a related party transaction.  The directors of the Company, other than CS and JW, consider, having consulted with the Company's nominated adviser, WH Ireland Limited, that the terms of the Arrangements are fair and reasonable in so far as its shareholders are concerned.

Following completion of the Arrangements, the interests of CS and JW in the ordinary voting share capital of the Company will be as follows:

	Number of Ordinary Shares	Percentage of Voting Shares
Chris Snook	1,487,500	5.16
John Waller	1,829,097	6.35

Following completion of the Arrangements the Company will hold 693,123 ordinary shares in Treasury.

In accordance with the provisions of the Disclosure and Transparency Rules of the Financial Services Authority, the Company confirms that its issued share capital comprises 29,500,000 ordinary shares of 5p each.  All of the ordinary shares have equal voting rights and 693,123 ordinary shares are held in Treasury.  Therefore, the total number of voting rights in the Company is 28,806,877. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure and Transparency Rules.

Contacts:

Pennant International Group plc                                                                   www.pennantplc.co.uk

Christopher Powell, Chairman                                                                             [phone]

John Waller, Finance Director

WH Ireland Limited                                                                                       www.wh-ireland.co.uk

Mike Coe / Marc Davies                                                                                    [phone]

 

END

 

 

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