REG - Anpario PLC - Award of Options and Director/PDMR Shareholding
05/02/2024 07:00
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RNS Number : 0038C Anpario PLC 05 February 2024
Anpario plc
("Anpario", the "Group" or the "Company")
Award of Options
and
Director/PDMR Shareholding
Anpario (AIM:ANP), the independent manufacturer of natural sustainable animal
feed additives for health, nutrition and biosecurity, announces that, on 2
February 2024, it granted awards under the Company Share Option Plan ("CSOP")
and the Joint Share Ownership Plan ("JSOP") over ordinary shares of 23p each
in the Company ("Ordinary Shares").
CSOP Options
Awards have been granted under the CSOP scheme over a total of 148,569
Ordinary Shares to participating Executive Directors, as well as members of
the Executive Management team and other key management. The exercise price of
the CSOP options is 262.5 pence each, being the mid-market closing price per
Ordinary Share on 1 February 2024 ("Closing Price"). The award will become
vested upon the individual remaining with the Company for a minimum period of
3 years, there are no performance conditions.
As part of the CSOP option grant, awards were made to the following directors:
Director CSOP Options over Ordinary Shares
Richard Edwards, Chief Executive Officer 22,857
Marc Wilson, Group Finance Director 22,857
JSOP Award
In addition, on 2 February 2022, the Company allotted a total of 250,000 new
Ordinary Shares to Marc Wilson, Group Finance Director pursuant to The Anpario
plc Employees' JSOP (the "Plan"). The Ordinary Shares have been issued at a
subscription price of 262.5 pence each, being the Closing Price.
The Ordinary Shares have been issued into the respective joint beneficial
ownership of (i) Mr. Wilson and (ii) the trustee of the Trust upon and subject
to the terms of joint ownership agreements ("JOAs") respectively entered into
between Mr. Wilson, the Company and the Trustee. The subscription price has
been paid by the Trust out of funds advanced to it by the Company.
The terms of the JOAs provide, inter alia, that if jointly owned Ordinary
Shares become vested and are sold, the proceeds of sale will be divided
between the joint owners so that Mr. Wilson receives an amount equal to any
growth in the market value of the jointly owned Ordinary Shares above the
initial market value of 262.5 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 Mr. Wilson remains with the Company for a minimum period of 3
years, there are no performance conditions.
Effect of the transactions
Under the Company's long-term incentive plans the rights of the participating
Directors in the above transactions to acquire Ordinary Shares before and
after the above transactions are:
Director Award plan Exercise price Interests prior to New interests Interests following
(pence per share)
the transactions
granted
the transactions
Richard Edwards EMI 290.00 42,400 - 42,400
JSOP(1) 329.15 609,781 - 609,781
JSOP(1) 278.08 740,219 - 740,219
SAYE 322.72 5,577 - 5,577
CSOP 262.50 - 22,857 22,857
Marc Wilson JSOP(1) 374.55 20,000 - 20,000
SAYE 322.72 5,577 - 5,577
JSOP(1) 703.70 50,000 - 50,000
JSOP(1) 618.58 300,000 - 300,000
PSP(2) nil 26,168 - 26,168
JSOP(1) 297.94 - 250,000 250,000
CSOP 262.50 - 22,857 22,857
1 The exercise price also includes a carrying cost equivalent to simple
interest at 4.5% per annum on the option price for three years.
2 Vesting is conditional, this number represents the maximum potential award,
subject to the achievement of financial and ESG targets.
Dilution Limit Policy
As previously announced by the Company on 7 June 2023, the Company adopted a
policy on dilution limits, in which whilst the potential dilution limit
(including all share awards granted under the Company's employee share
incentive plans) was increased to 20 per cent., this potential dilution limit
was expected to reduce by 2026 to 15 per cent. of the ordinary share capital
of the Company viewed over a 10-year rolling period (the "Dilution Limit
Policy").
Following the admission of the 250,000 Ordinary Shares then the actual
potential dilution will be 19.9 per cent on the basis described above, and as
such is in line with the current Dilution Limit Policy.
Admission
An application has been made to the London Stock Exchange plc for the
admission to trading on AIM of 250,000 Ordinary Shares in respect of these
shares awarded under the JSOP. It is expected that admission of these new
Ordinary Shares will become effective on 8 February 2024 ("Admission"). These
new Ordinary Shares will rank pari passu in all respects with the existing
Ordinary Shares in issue.
Following Admission, the Company's total issued share capital is 20,313,131
Ordinary Shares. Therefore, the total number of voting rights in the Company
will be 20,313,131 which may be used by Shareholders as the denominator in the
calculations by which they may determine if they are required to notify their
interest, or a change to their interest, in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Enquiries
Anpario plc
Richard Edwards, Chief Executive Officer +44(0)7776 417 129
Karen Prior, Corporate Responsibility Director & Company Secretary +44(0)1909 537 380
Marc Wilson, Group Finance Director +44(0)1909 537 380
Shore Capital
(Nominated Adviser and Broker) +44 (0) 20 7408 4090
Stephane Auton Corporate Advisory
David Coaten
Tom Knibbs
Henry Willcocks Corporate Broking
The information set out below is provided in accordance with the requirements
of Article 19(3) of the EU Market Abuse Regulation No 596/2014 (as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Richard Edwards
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Anpario plc
b) LEI 213800BZHUIUCH3MCC06
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 23 pence each in the Company ("Ordinary Shares")
Identification code ISIN GB00B3NWT178
b) Nature of the transaction Grant of CSOP options
c) Price(s) and volume(s) Price(s) Volume(s)
262.5p 22,857
d) Aggregated information Price(s) Volume(s)
262.5p 22,857
e) Date of the transaction 2 February 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Price(s) Volume(s)
262.5p 22,857
e)
Date of the transaction
2 February 2024
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Marc Wilson
2 Reason for the notification
a) Position/status Group Finance Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Anpario plc
b) LEI 213800BZHUIUCH3MCC06
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 23 pence each in the Company ("Ordinary Shares")
Identification code ISIN GB00B3NWT178
b) Nature of the transaction Grant of CSOP options
c) Price(s) and volume(s) Price(s) Volume(s)
262.5p 22,857
d) Aggregated information Price(s) Volume(s)
262.5p 22,857
e) Date of the transaction 2 February 2024
f) Place of the transaction Outside a trading venue
d)
Aggregated information
Price(s) Volume(s)
262.5p 22,857
e)
Date of the transaction
2 February 2024
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Marc Wilson
2 Reason for the notification
a) Position/status Group Finance Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Anpario plc
b) LEI 213800BZHUIUCH3MCC06
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of 23 pence each in the Company ("Ordinary Shares")
Identification code ISIN GB00B3NWT178
b) Nature of the transaction Issuance of Ordinary Shares under JSOP
c) Price(s) and volume(s) Price(s) Volume(s)
262.5p 250,000
d) Aggregated information Price(s) Volume(s)
262.5p 250,000
e) Date of the transaction 2 February 2024
f) Place of the transaction London Stock Exchange (XLON), AIM
d)
Aggregated information
Price(s) Volume(s)
262.5p 250,000
e)
Date of the transaction
2 February 2024
f)
Place of the transaction
London Stock Exchange (XLON), AIM
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