REG - Anpario PLC - Grant of share awards

AnparioAnnouncement

24/03/2022 13:00

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RNS Number : 9364F  Anpario PLC  24 March 2022

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

 

Grant of share awards

 

Further to the detail in the Remuneration Committee Report released as part of
the Final Results announcement on 16 March 2022, Anpario announces that, on 23
March 2022, it has granted awards under a new Performance Share Plan (PSP) and
the existing Joint Share Ownership Plan (JSOP) for 2022.

 

Long term incentive structure

 

Following advice from FIT Remuneration Consultants LLP and a consultation
process with shareholders, Anpario plans to introduce a new long-term
incentive structure that will apply to Executive Directors and management.
Following a review of current market practices and considering the merits of
different awards structures, Anpario has introduced a new Performance Share
Plan to work alongside the existing JSOP share scheme.

 
PSP Awards

 

The Anpario PSP award will create a maximum opportunity for the participating
Executive Directors equivalent to 100% of salary, Executive Management 40% of
salary and other key management 20% of salary.

 

As part of the awards made on 23 March 2022, the Company granted initial
awards under the PSP ("Awards") over Ordinary Shares of 23 pence each in the
Company ("Shares") to the following director:

 

 Director     Role                    No. of Shares under Award
 Marc Wilson  Group Finance Director  26,168

 

The Awards have been granted in the form of nil-cost share options and will
normally vest after three years, subject to the achievement of performance
conditions. Awards may become exercisable subject to continued employment and
the achievement of three performance conditions, being a financial target
representing 75% of the total award and two further ESG components
representing the remaining 25% as described below.

 

Diluted adjusted earnings per share

 

The Awards will be 75% weighted on the achievement of diluted adjusted
earnings per share growth targets, the baseline for which is the equivalent
figure for the year ended 31 December 2021 which was 23.01p per share. This
will then be compared to the equivalent figure for the year ending 31 December
2024.

 

 Target Growth                                 % of total award that may Vest
 Less than 27.41p                              nil

 [equivalent to 6% growth per annum]
 Equal to 27.41p                               18.75%
 Greater than 27.41p but not less than 35.92p  Pro-rata between 18.75% and 75% on a straight-line basis
 Equal to or greater than 35.92p               75%

 [equivalent to 16% growth per annum]

 

ESG Objectives

 

The primary objective for ESG based targets is to reduce Carbon Intensity(1)
in-line with our ambitions to achieve net-zero emissions by 2030, this
represents 15% of the total PSP award. The baseline for Carbon Intensity is
based on the figure for the year ended 31 December 2019 of 6.17 (tCO2e per £m
sales). This will then be compared to the equivalent figure for the year
ending 31 December 2024 to assess the cumulative reduction in intensity for
the period.

 

 Target Cumulative Reduction             % of total award that may Vest
 Less than 63%                           nil
 Equal to 63%                            4.5%
 Greater than 63% but not less than 70%  Pro-rata between 4.5% and 15% on a straight-line basis
 Equal to or greater than 70%            15%

 

(1) defined as Anpario's Scope 1 and 2 carbon emissions per £m of sales
(tCO2e per £m sales).

 

The final potential 10% of the PSP Award will be based on the achievement of
progress towards other ESG objectives. This will be based on a qualitative
assessment by the Remuneration Committee which will consider a range of
quantitative and qualitative inputs, including but not limited to: diversity,
equality and inclusiveness; training and development of staff; reductions in
waste and water usage; health and safety; and sustainable business operations.

 

JSOP Awards

 

Anpario announces that, on 23 March 2022, it has allotted a total of 600,000
new Shares. The Ordinary Shares have been issued at a subscription price of
545 pence per Ordinary Share, being the closing price of an Ordinary Share on
22 March 2022, 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 individuals 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 Executive concerned,
the Company and the Trustee. The subscription price has been paid by the Trust
out of funds advanced to it by the Company.

 

 Individual/Group                          Jointly Owned Shares Awarded
 Marc Wilson                               300,000
 Members of the Executive Management Team  300,000

 

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 participants receive an amount equal to any growth in the
market value of the jointly owned Ordinary Shares above the initial market
value of 545 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

 

The interests of the Directors in the Ordinary shares of 23p each in the
Company held before and after the above transactions, and remaining unchanged
are:

 

 Director     Ordinary shares
 Marc Wilson  9,676

 

Under the Company's long term incentive plans the rights of Directors to
acquire Ordinary shares of 23p each in the Company before and after the above
transactions are:

 

 Director     Award plan  Interests prior to   New interests   Interests following
                          the transactions     granted         the transactions
 Marc Wilson  JSOP(1)     20,000               -               20,000
              SAYE        5,577                -               5,577
 ( )          JSOP(1)     50,000               -               50,000
 ( )          PSP         -                    26,168          26,168(2)
 ( )          JSOP(1)     -                    300,000         300,000

 

(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 as described
earlier

 

An application has been made to the London Stock Exchange plc for the
admission to trading on AIM of 600,000 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 30 March 2022 ("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 24,276,719
Ordinary Shares. The Company holds 440,388 Ordinary Shares in Treasury.
Therefore, the total number of voting rights in the Company is 23,836,331.
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 Company under the FCA's
Disclosure and Transparency Rules.

 

 

 

 

Enquiries:

 

 Anpario plc
 Richard Edwards, CEO                                                  +44(0) 777 6417 129
 Marc Wilson, Group Finance Director                                   +44(0) 1909 537380
 Karen Prior, Corporate Responsibility Director and Company Secretary  +44(0) 1909 537380

 

 Peel Hunt LLP (Nomad and broker)  +44 (0)20 7418 8900
 Adrian Trimmings
 Andrew Clark
 Lalit Bose

 

 

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                                                                                               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 PSP options
 c)  Price(s) and volume(s)                                                                             Price(s)  Volume(s)

                                                                                                  nil       26,168

 d)  Aggregated information                                                                             Price(s)  Volume(s)

                                                                                                  nil       26,168

 e)  Date of the transaction                                                                            23 March 2022
 f)  Place of the transaction                                                                           Outside a trading venue

d)

Aggregated information

 

 Price(s)  Volume(s)
 nil       26,168

e)

Date of the transaction

23 March 2022

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)

                                                                                                  545p      300,000

 d)  Aggregated information                                                                             Price(s)  Volume(s)

                                                                                                  545p      300,000

 e)  Date of the transaction                                                                            23 March 2022
 f)  Place of the transaction                                                                           London Stock Exchange (XLON), AIM

d)

Aggregated information

 

 Price(s)  Volume(s)
 545p      300,000

e)

Date of the transaction

23 March 2022

f)

Place of the transaction

London Stock Exchange (XLON), AIM

 

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