Wilmington Group Plc
23 December 1999
Re-organisation of management of operations
The Company is pleased to announce that Neil Smith, currently managing
director of its subsidiary, Wilmington Specialist Information Publishing
Limited ('WSIP'), has been appointed publishing director of WSIP's parent
company, Wilmington Business Information Limited ('WBI'), with increased
product responsibility. In conjunction with these arrangements Wilmington and
WBI have agreed to terminate the existing option arrangements regarding Mr
Smith's 25 per cent. interest in WSIP and for Wilmington to acquire that
interest for £666,667 to be satisfied by the allotment of 186,132 Ordinary
Shares in Wilmington at 358.17 p per share.
The Company is also pleased to announce that it has agreed to vary the
existing option arrangements with Mr Lee Newton and two other directors of ETP
over a total of 25 per cent. of the issued share capital of ETP so that part
of the consideration due may be satisfied in shares in the Company. This
alternative is being made available to Mr Newton and his colleagues to provide
them with a carrying interest in Wilmington which will incentivise them as
they take on a broader role within the group when their options are exercised
next year. The number of shares to be issued will be calculated as if the
shares were issued at 319.20 p per share.
In order to provide further incentives based on shareholder value to senior
managers with key business performance and development roles, Brian Gilbert,
Rory Conwell and Ahmed Zahedieh, executive directors of the Company, have
today granted options over a number of the Ordinary Shares in the Company they
hold to Neil Smith and Lee Newton. The options have been granted at 358.17p
and 356.5 p per share, respectively. The terms of the options are similar to
those of the Wilmington Group plc 1995 Unapproved Share Option Scheme. The
options are exercisable, subject to the achievement of performance criteria,
from 23 December 2002 to 22 December 2006, and in certain other circumstances
such as takeover of the Company.
Details of the grants of options are as follows:
Brian Gilbert Rory Conwell Ahmed Zahedieh
Number of Ordinary Shares
over which options granted 279,712 139,854 69,927
Such number as percentage of
number of Ordinary Shares
in issue 0.38% 0.19% 0.10%
Total number of Ordinary Shares
in which director is interested
(including shares subject to
option) 8,412,907 4,484,356 2,348,805
Such number as percentage of
number of Ordinary Shares
in issue 11.57% 6.17% 3.23%
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