Grant of Share Options
17/03/2022 09:15
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RNS Number : 1218F Rotala PLC 17 March 2022
RNS
17 March 2022
Rotala Plc
("Rotala", the "Company" or the "Group")
Directors' dealings: Grant of Share Options
The Company announces that, on 16 March 2022, it granted options over a total
of 3,200,000 ordinary shares of 25p each ("Ordinary Shares") in the capital of
the Company (the "New Options"), all of which have an exercise price of 25.0
pence per share, to each of the Company's executive directors, Simon Dunn,
Robert Dunn and Kim Taylor. The Board's Remuneration Committee decided to take
this step in order to incentivise management as the Group recovers from
COVID-19. Further details of the terms of the New Options are set out below.
Background
The Company has not made any awards to executive directors under the Rotala
plc 2005 Share Option Scheme (the "Scheme"), except for grants of SAYE
options, since 2014. The Scheme was established in 2005, when the Company was
first admitted to trading on AIM, and was intended to encompass the issue of
share options to the Board and senior management, as well as SAYE option
grants to all levels of employees. The Scheme permits the issue of share
options up to 13.47% of the total number of the Company's shares in issue
(including, for these purposes, shares held in Treasury by the Company). The
Company's current issued share capital is 50,924,918 Ordinary Shares, of which
800,000 are held in Treasury.
Prior to the grant of the New Options, the following share options were in
issue:
Date of grant Number of options granted Earliest exercise date Date of expiry Exercise price
24 November 2014 1,910,000 24 November 2017 23 November 2024 54.0p
15 October 2021 800,000 15 October 2021 23 November 2024 29.0p
In respect of the issue of 24 November 2014, the share options are split into
three equal tranches. For a tranche to be exercisable, the market price of the
Ordinary Shares must have reached 65.0p, 80.0p and 95.0p respectively. At the
date of this announcement, the market price vesting condition has been met
only in respect of the first tranche.
In respect of the issue of 15 October 2021, for the share options to be
exercisable, the market price of the Ordinary Shares must have reached 75.0p.
At the date of this announcement, the market price vesting condition has not
been met.
Each of Simon Dunn, Robert Dunn and Kim Taylor have been granted 2,000,000,
800,000 and 400,000 New Options respectively. For the New Options to be
exercisable, the market price of the Ordinary Shares must have been sustained
at prices between 56.0p and 62.0p per share over a period of at least 20
consecutive business days.
Options outstanding
Following the issue of the New Options, the following share options are now in
issue:
Date of grant Number of options granted Earliest exercise date Date of expiry Exercise price
24 November 2014 1,910,000 24 November 2017 23 November 2024 54.0p
15 October 2021 800,000 15 October 2021 23 November 2024 29.0p
16 March 2022 3,200,000 16 March 2022 23 November 2024 25.0p
This amounts to a total of 5,910,000 share options, being 11.61% of the total
number of the Company's shares in issue (including those held in Treasury).
The Remuneration Committee decided to set the expiry date of the New Options
to be the same as the existing share options so that the matter of share
option awards could be considered afresh in November 2024.
After the grant of the New Options, the Company's executive directors hold the
following options over Ordinary Shares:
Number of options granted Earliest date exercisable Date of expiry Exercise price Market price vesting condition
S Dunn 577,778 16/03/2022 23/11/2024 25.0p 56.0p
663,704 16/03/2022 23/11/2024 25.0p 60.0p
758,518 16/03/2022 23/11/2024 25.0p 62.0p
300,000 24/11/2017 23/11/2024 54.0p 65.0p
300,000 24/11/2017 23/11/2024 54.0p 80.0p
300,000 24/11/2017 23/11/2024 54.0p 95.0p
2,900,000
R Dunn 231,111 16/03/2022 23/11/2024 25.0p 56.0p
265,481 16/03/2022 23/11/2024 25.0p 60.0p
303,408 16/03/2022 23/11/2024 25.0p 62.0p
205,000 24/11/2017 23/11/2024 54.0p 65.0p
205,000 24/11/2017 23/11/2024 54.0p 80.0p
205,000 24/11/2017 23/11/2024 54.0p 95.0p
1,415,000
K Taylor 115,556 16/03/2022 23/11/2024 25.0p 56.0p
132,741 16/03/2022 23/11/2024 25.0p 60.0p
151,703 16/03/2022 23/11/2024 25.0p 62.0p
131,666 24/11/2017 23/11/2024 54.0p 65.0p
131,667 24/11/2017 23/11/2024 54.0p 80.0p
131,667 24/11/2017 23/11/2024 54.0p 95.0p
795,000
The remaining 800,000 share options in issue are held by senior management who
are not members of the Board of Rotala.
Rotala Plc 0121 322 2222
Graham Spooner, Deputy Chairman and Chairman of the Remuneration Committee
Simon Dunn, Chief Executive
Kim Taylor, Group Finance Director
Shore Capital 020 7408 4090
Tom Griffiths / James Thomas / Michael McGloin (Corporate Advisory)
Henry Willcocks (Corporate Broking)
About the business
Rotala provides a range of transport solutions, ranging from local bus
services under contract to local authorities, through to commercial bus
routes. Rotala has operations at Heathrow Airport, in the West Midlands and in
the North West. Operating companies are Diamond Bus Ltd, Diamond Bus (North
West) Ltd, Hallmark Connections Ltd and Preston Bus Ltd.
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