Director/PDMR Shareholding

RNS Number : 0610H

Anpario PLC

10 March 2015

 



Anpario plc ("Anpario" or the "Company")

Director/PDMR Shareholding

Anpario announces that on 9 March 2015 certain directors of the Company ("Directors") have sold interests in ordinary shares of 23p each in the Company ("Ordinary Shares"). Firstly, Richard Edwards and David Bullen have each sold Ordinary Shares as set out in the table below. These interests, as joint beneficial owners, were held on the terms of joint ownership agreements entered into in September and December 2011 under the Company's Joint Share Ownership Plan ("JSOP") which had become fully vested.  The disposal was effected by the exercise of conversion options requiring the co-owner (the plan trustee) and each director to exchange tranches of their respective interests so that each director acquires a beneficial interest in a whole number of shares equal in value to the gain accrued under the terms of the JSOP award.  Each director immediately sold in the market such number of shares in the Company at a price per share of £2.85 per Ordinary Share.

Name of Director	No. of jointly owned Ordinary Shares	No. of Ordinary Shares acquired on exercise of exchange options	No. of Ordinary Shares Sold
Richard Edwards	609,781	418,287	418,287
David Bullen	612,143	410,606	410,606

The sale proceeds have been used, in part, to fund the exercise of Enterprise Management Incentive ("EMI") Share Options under the Company's EMI Scheme as detailed below. The remaining 393,031 Ordinary Shares formerly held in joint ownership have been acquired by RBC cees Limited as trustee of The Anpario plc Group Employees' Share Trust (the "Trustee") (the "Trust") pursuant to the exercise of the conversion options by the Trustee in its capacity as co-owner.

Anpario also announces that on 9 March 2015 Richard Edwards, David Bullen and Karen Prior each exercised EMI options over Ordinary Shares as follows. Such exercise was upon and subject to the terms of the Company's EMI Scheme in relation to fully vested options held by each Director, and was, in the case of Richard Edwards and David Bullen, made out of the proceeds of sale of the shares sold out of the JSOP by each as detailed above.

Name of Director	No. of Shares over which EMI options subsist	Exercise price £	No. of Shares acquired on exercise of EMI options
Richard Edwards	99,378	0.690	99,378
	63,011	0.317	63,011
David Bullen	21,739	0.805	21,739
	32,609	0.317	32,609
	65,217	0.690	65,217
	40,463	0.690	40,463
Karen Prior	130,432	0.69	130,432

Separately, the Company announces that on 9 March 2015 it was informed that Richard Rose had exercised his option over 23,478 Ordinary Shares that he had held under the EMI Scheme and were close to expiry. Richard Rose subsequently sold the 23,478 Ordinary Shares on 9 March at a price of £2.85 per Ordinary Share.

Award of new EMI options over Ordinary Shares ("EMI Options")

Anpario also announces that on 9 March 2015 Richard Edwards, David Bullen and Karen Prior were granted EMI Options as follows, upon and subject to the terms of the Company's EMI Scheme. The exercise price of such EMI Options is £2.90, being the mid-market closing price of a share in the Company on 6 March 2015.

Name of Director	No. of Shares over which EMI Options awarded	Exercise price £
Richard Edwards	42,400	2.90
David Bullen	42,400	2.90
Karen Prior	42,400	2.90

Ordinary Shares issued under the Company's JSOP

Anpario also announces that, on 9 March 2015, it has allotted a total of 1,176,718 new Ordinary Shares.  The Ordinary Shares have been issued at a subscription price of 290p per Ordinary Share, being the closing price of an Ordinary Shares on 6 March 2015, pursuant to The Anpario plc Employees' JSOP (the "Plan").

The Ordinary Shares have been issued into the respective joint beneficial ownership of (i) each of the participating executive Directors named below and (ii) the trustee of the Trust upon and subject to the terms of joint ownership agreements ("JOAs") respectively entered into between the Director concerned, the Company and the Trustee.  The subscription price has been paid by the Trust out of funds advanced to it by the Company.

Name of Director	Jointly Owned Shares Awarded
Richard Edwards	418,287
David Bullen	410,606
Karen Prior	347,825

In addition, 393,031 existing Ordinary Shares, which as previously described had been acquired by the Trustee on the exercise of conversion options in respect of shares formerly held in joint ownership, have been transferred by the Trustee, for no consideration, into the respective joint beneficial ownership of (i) each of the participating executive Directors named below and (ii) the Trustee upon and subject to the terms of the JOAs respectively entered into between the Director concerned, the Company and the Trustee. 

Name of Director	Jointly owned Ordinary Shares Awarded
Richard Edwards	191,494
David Bullen	201,537

The terms of the JOAs provide, inter alia, that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that the participating Director receives an amount equal to any growth in the market value of the jointly owned Ordinary Shares above the initial market value (£2.90 pence per share), less a "carrying cost" (equivalent to simple interest at 4.5 per cent per annum on the initial market value) and the Trust receives the initial market value of the jointly owned shares plus the carrying cost.  Jointly owned Ordinary Shares will become vested if the participant remains with the Company for a minimum period of 3 years. 

Effect of the transactions

Following the above transactions, the beneficial interests held by the Directors of the Company will be:

Director	Existing number of Ordinary Shares	Ordinary Shares acquired under EMI Scheme	Ordinary Shares sold under JSOP	Interests in Ordinary Shares acquired under JSOP	Holdings in Company post the transactions
Richard Edwards	62,681	162,389	(418,287)	418,287	225,070
David Bullen	-	160,028	(410,606)	410,606	160,028
Karen Prior	52,751	130,432	-	-	183,183

Following the above transactions, the options held by the Directors of the Company will be:

Director	Existing options	Options exercised under EMI	Options issued under EMI	Options post the transactions
Richard Edwards	242,389	(162,389)	42,400	122,400
David Bullen	240,028	(160,028)	42,400	122,400
Karen Prior	210,432	(130,432)	42,400	122,400

Following the above transactions, the jointly owned Ordinary Shares held by the Directors of the Company will be:

Director	Existing interests in jointly owned Ordinary Shares	Jointly owned Ordinary Shares acquired and sold under the JSOP	Jointly owned Ordinary Shares transferred to the Trustee under the JSOP	Interests in jointly owned Ordinary Shares transferred from the Trustee to Directors under the JSOP	New interests in jointly owned Ordinary Shares issued under JSOP	Remaining interests in jointly owned Ordinary Shares
Richard Edwards	609,781	(418,287)	(191,494)	191,494	418,287	609,781
David Bullen	612,143	(410,606)	(201,537)	201,537	410,606	612,143
Karen Prior	261,956	-	-	-	347,825	609,781

Application for Ordinary Shares

Application for admission to AIM has also been made in relation to 23,478 Ordinary Shares, and it is expected that admission will be effective from 16 March 2015.

The Company's issued share capital following the admission of the 23,478 Ordinary Shares will comprise 20,613,210 Ordinary Shares with voting rights.

The Company holds 143,042 Ordinary Shares in Treasury. The total number of Ordinary Shares in issue (excluding shares held as treasury shares) is 20,470,168 and 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 Company under the Disclosure and Transparency Rules.

Enquiries

Anpario plc

David Bullen, Chief Executive Officer                               [phone]
Karen Prior, Group Finance Director                               [phone]

Peel Hunt

Dan Webster                                                                       [phone]

Richard Brown

 

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