Amendment to Performance Share Plan

RNS Number : 9997K

Synectics PLC

11 May 2022

 

RNS	11 May 2022

Synectics plc

(the "Company")

Amendment to performance criteria of Performance Share Plan

Synectics plc (AIM: SNX), a leader in the design, integration and support of advanced security and surveillance systems, announces that on 10 May 2022 it altered the performance criteria of the previous awards of options made to the executive Directors of the Company in August 2020 ("Options") over, in aggregate, 486,000 ordinary shares of 20p each in the Company ("Ordinary Shares") details of which are set out below ("Revised Performance Criteria").

The variation of the performance criteria was considered by the Remuneration Committee of the Board to be essential following the serious and prolonged impact of the COVID-19 pandemic on a substantial part of the Company's customer base, and consequently on the Company's results. This impact has made the achievement of the original performance criteria highly unrealistic, and therefore undermined the objectives behind the grant of the Options. The changes now implemented will, in the Remuneration Committee's view, restore the function of the Options both in aiding retention of the Company's executive Directors and incentivising them to achieve stretching financial targets in the interests of all Synectics' shareholders.

The following awards were made to the executive Directors of the Company under its existing Performance Share Plan ("PSP") on 7 August 2020 ("Date of Grant"):

Options

Name	Position	Number of Options
Paul Webb	Chief Executive Officer	300,000
David Bedford	Group Finance Director	186,000

The vesting period of the Options remains over an approximate five-and-a-half year period from the Date of Grant up to the announcement of the Company's audited final results for the financial year ending 30 November 2025 and continues to be divided into three equal tranches, vesting after the Company's next three, four and five full financial years respectively, depending on the achievement of the Revised Performance Criteria at each measurement date. The Options remain exercisable at nil cost and must be exercised within ten years of the Date of Grant.

Revised Performance Criteria

The performance criteria will now be measured according to the average of the Compound Annual Growth Rate ("CAGR") of the Total Shareholder Return ("TSR") and the CAGR of Adjusted Underlying Diluted Earnings Per Share ("EPS") achieved by the end of each of the Company's three relevant financial years, being respectively three, four and five financial years following the Date of Grant. The table below summarises the principal amendments made to the CAGR thresholds:

Original Threshold CAGR (August 2020)	Proposed Threshold CAGR (May 2022)
0 - 14.99% pa = 0 vesting	0 - 9.99% pa = 0 vesting
25%+ pa = 100% vesting (straight line pro rata from 15 - 25%)	20%+ pa = 100% (straight line pro rata from 10 - 20%)

If this average is 20% (previously 25%) or more, 100% of that tranche of Options will vest. If this average is above 10% (previously 15%) and below, 20% (previously 25%), between 0% and 100% of the Options will vest (on a straight-line basis). 75% of any Options not vesting at the three-year and four-year vesting points may be carried forward to the following financial year. Any Options not vesting at the end of the five-year period will lapse . 

The baseline for calculating the CAGR of TSR remains at £1.35 per share, and the baseline for calculating the CAGR of EPS remains at 11.87 pence per share (being the actual equivalent of the Company's EPS in the financial year ended 30 November 2019). Although the total vesting periods for the Options remain unchanged, the periods over which the relevant CAGRs will be calculated will now commence from 30 November 2021, instead of from 7 August 2020 as provided in the original grants, to allow for the impact of the COVID-19 hiatus affecting a substantial part of the Company's customer base.

The limit on the number of Ordinary Shares over which Options may be awarded, as set out above, remains unchanged. 

Any entitlement under the PSP will lapse on cessation of employment prior to the end of the five-year vesting period, unless cessation of employment is by reason of redundancy, ill health or death.

Should the Revised Performance Criteria be met in full or in part, it is intended that the appropriate number of Options will be satisfied firstly from any unallocated Ordinary Shares already held within the Company's employee benefit trust with the balance to be satisfied from a new issue of Ordinary Shares.

Full details of the PSP were set out in the Company's Annual Report for the year ended 30 November 2021, copies of which are available on the Company's website, www.synecticsplc.com .

The executive Directors' resulting interests in Ordinary Shares are as follows:

Name	Number of Ordinary Shares Held	Interest in Ordinary Shares in Share Schemes	Resultant Total Interest	% of Issued Share Capital
Paul Webb	57,115	512,357	569,472	3.20%
David Bedford	20,000	187,745	207,745	1.17%

The interests of the executive Directors in share schemes set out in the table above comprises:

PSP

Name	Date of Award	Number of Options Awarded	First Vesting Date	Maximum number of shares under option that can vest	Second Vesting Date	Maximum number of shares under option that can vest	Third Vesting Date	Maximum number of shares under option that can vest
Paul Webb	7 August 2020	300,000	7 August 2023	100,000	7 August 2024	100,000	7 August 2025	100,000
David Bedford	7 August 2020	186,000	7 August 2023	62,000	7 August 2024	62,000	7 August 2025	62,000

ExSop

Name	Date of Award	Number of Options Awarded	Exercise date
Paul Webb	7 July 2009	100,000	8 July 2012
Paul Webb	7 March 2011	100,000	8 March 2014

ESAP

Name	Date of Purchase	Number of Shares Purchased
Paul Webb	14/10/2010	338
Paul Webb	08/04/2011	422
Paul Webb	25/07/2011	7
Paul Webb	01/11/2011	405
Paul Webb	01/11/2011	9
Paul Webb	23/04/2012	375
Paul Webb	17/05/2012	19
Paul Webb	09/10/2012	275
Paul Webb	02/10/2012	14
Paul Webb	08/05/2013	21
Paul Webb	03/04/2013	266
Paul Webb	04/10/2013	13
Paul Webb	14/10/2013	190
Paul Webb	04/04/2014	186
Paul Webb	07/05/2014	30
Paul Webb	02/10/2014	214
Paul Webb	17/04/2015	492
Paul Webb	22/10/2015	607
Paul Webb	29/04/2016	463
Paul Webb	06/05/2016	26
Paul Webb	20/10/2016	552
Paul Webb	27/04/2017	423
Paul Webb	24/05/2017	44
Paul Webb	13/10/2017	19
Paul Webb	27/10/2017	429
Paul Webb	25/04/2018	486
Paul Webb	10/08/2018	85
Paul Webb	26/10/2018	474
Paul Webb	26/11/2018	39
Paul Webb	23/04/2019	448
Paul Webb	22/05/2019	126
Paul Webb	01/10/2019	588
Paul Webb	01/10/2019	64
Paul Webb	01/04/2020	760
Paul Webb	01/10/2020	761
Paul Webb	01/04/2021	800
Paul Webb	01/10/2021	857
Paul Webb	01/04/2022	865
Paul Webb	09/05/2022	165
David Bedford	01/10/2021	857
David Bedford	01/04/2022	865
David Bedford	09/05/2022	23

For further information, please contact:

Synectics plc

Claire Stewart, Company Secretary

Tel: [phone]

www.synecticsplc.com
[e-mail]

Shore Capital
Tom Griffiths / David Coaten

Tel: [phone]

About Synectics plc

 

Synectics (AIM: SNX) is a leader in the design, integration and support of advanced security and surveillance systems that enable clients around the world to protect their people, communities, and assets.

 

Founded over 30 years ago, Synectics has deep industry experience across gaming, energy, urban transport, public space and critical infrastructure projects. The group's expert engineering teams work in partnership with customers to create integrated product and technology platforms, proven in the most complex and demanding operating environments.

 

Find out more at  www.synecticsplc.com

 

 

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