REG - Thorpe(F.W.) PLC - Notice of GM

FW ThorpeAnnouncement

22/03/2024 12:30

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RNS Number : 0004I  Thorpe(F.W.) PLC  22 March 2024

22 March 2024

 

FW Thorpe Plc

("FW Thorpe" or the "Company")

Notice of General Meeting

 

The Board of FW Thorpe is pleased to announce that a circular (the "Circular")
has been published today convening a general meeting of the Company ("GM") to
be held at 9.00 a.m. 18 April 2024 at the offices of the Company at Merse
Road, North Moons Moat, Redditch B98 9HH.

 

The purpose of the GM is to seek shareholder approval for the proposed
Executive Share Ownership Plan ("ESOP") and employee Save As You Earn ("SAYE")
scheme.

 

Background

 

The current Board of Directors has overseen the growth in trading performance
and increase in the Company's share price over a number of years.  The Board
believes that to support continued success it is an appropriate time to
recommend that an ESOP and a SAYE are created.

 

The Board believes that the introduction of these schemes is an effective way
to align the interests of the Group's employees with those of Shareholders and
will help to motivate and retain those employees responsible for the continued
success of the Group.

 

The basic principle of the ESOP is to motivate the executive team to achieve
the performance conditions as laid out in this notice and ultimately to reward
growth in the Company's share price. Performance conditions are primarily
based upon growth in earnings per share, with elements based upon Total
Shareholder Return and further progress towards our Net-Zero sustainability
goals. Further information on the performance conditions is set out in the
Circular.

 

Options are expected to be granted after the plan is agreed by the
Shareholders, with the exercise price payable being the market price of the
Shares as at the date of grant for approved Options, with a 10% discount from
the market price for unapproved Options, reflecting the SAYE scheme being
implemented at a similar time.

 

Rather than issue new Shares, the Company will utilise Shares held in treasury
to satisfy Options or at the Company's discretion, utilise cash settlement,
avoiding the need to issue new shares.  Cash-settlement on exercise means
that the option holder will receive a cash payment calculated based on the
closing mid-market price of an Ordinary Share on the day prior to the exercise
notice, less the cost of exercising the option.  No options granted to
Executive Directors of the Company will be cash settled.

 

A summary of the key details of the ESOP are contained within the Appendix to
the Circular and it is anticipated that the first grants under the ESOP will
be made following shareholder approval.

 

The ESOP will be offered to the Company's Executive Directors and certain
directors of its subsidiary companies.  Options over a total of up to 2.1
million Shares will be granted, representing approximately 1.8 per cent of
Shares with voting rights as at the 22 March 2024 (being the last practicable
day prior to the publication of the Circular).

 

Action to be taken

 

The notice of the General Meeting of the Company ("Notice"), to be held at the
offices of the Company at Merse Road, North Moons Moat, Redditch, B98 9HH, on
18 April 2024, sets out the Resolution to approve the establishment of the
ESOP.  A Form of Proxy for use at the GM is included with the Circular and,
whether or not you intend to be present at the GM, you are requested to
complete the Form of Proxy, in accordance with the instructions printed on it,
and return it to Equiniti, as soon as possible and in any event so as to be
received not later than 9.00 a.m. on 16 April 2024.

 

Completion and return of the Form of Proxy will not affect your right to
attend and vote in person at the GM, should you so wish, however, proxy voting
is encouraged.  Forms of Proxy received late will not be valid.

 

Documents available for inspection

 

Copies of this document and of the proposed rules of the ESOP will be
available for inspection at the Company's registered office during normal
business hours on any weekday (bank holidays excepted) from the date of this
document up to and including 18 April 2024.  They will also be available for
inspection at the General Meeting for at least 15 minutes prior to and during
the meeting.

 

Recommendation

 

The Board believes that the establishment of the ESOP and SAYE schemes are in
the best interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting, as they intend to do
in respect of the Shares in which the Directors or connected persons are
beneficially interested, representing approximately 55 per cent of the issued
share capital of the Company.

 

The Circular will be available on the Company's website at: www.fwthorpe.co.uk
(http://www.fwthorpe.co.uk)

 

 

For further information, please contact:

 

 FW Thorpe                                                                                                                     Tel:  01527 583200
 Plc

 Mike Allcock - Chairman and Joint Chief Executive

 Craig Muncaster - Joint Chief Executive, Group Financial Director

 Singer Capital Markets - Nominated Adviser                                                                                    Tel:   020 7496 3000

 James Moat / Sam Butcher

 

 

DEFINITIONS

 

Board
the board of Directors of the Company

 

Company
FW Thorpe Plc, registered in England and Wales with company number 00317886,
whose registered office is at Merse Road, North Moons Moat, Worcestershire,
B98 9HH

 

Directors
the directors of the Company for the time being (and each a "Director")

 

EPS
earnings per Share (before tax)

 

ESOP
Executive Share Ownership Plan

 

Form of Proxy
   the form of proxy accompanying this document for use by the Shareholders
in connection with the General Meeting

 

GM or General Meeting
                               the general
meeting of Shareholders convened for 9.00 am on 18 April 2024, as set out on
page 13 of the Circular

 

Group
the group of companies comprising the Company and its subsidiaries for the
time being

 

Options
options over Shares, to be granted pursuant to the ESOP (and each an "Option")

 

Resolution
the resolution to be proposed at the GM

 

SAYE
Save As You Earn scheme for employees

 

Shares
ordinary shares of 1p each in the capital of the Company

 

Shareholders
holders of Shares (and each a "Shareholder"), according to the context

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