REG - Synectics PLC - Amendment to Performance Share Plan

SynecticsAnnouncement

11/05/2022 07:01

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RNS Number : 9997K  Synectics PLC  11 May 2022

 

 RNS   11 May 2022

 

 

Synectics plc

(the "Company")

 

Amendment to performance criteria of Performance Share Plan

 

Synectics plc (AIM: SNX), a leader in the design, integration and support of
advanced security and surveillance systems, announces that on 10 May 2022 it
altered the performance criteria of the previous awards of options made to the
executive Directors of the Company in August 2020 ("Options") over, in
aggregate, 486,000 ordinary shares of 20p each in the Company ("Ordinary
Shares") details of which are set out below ("Revised Performance Criteria").

 

The variation of the performance criteria was considered by the Remuneration
Committee of the Board to be essential following the serious and prolonged
impact of the COVID-19 pandemic on a substantial part of the Company's
customer base, and consequently on the Company's results. This impact has made
the achievement of the original performance criteria highly unrealistic, and
therefore undermined the objectives behind the grant of the Options. The
changes now implemented will, in the Remuneration Committee's view, restore
the function of the Options both in aiding retention of the Company's
executive Directors and incentivising them to achieve stretching financial
targets in the interests of all Synectics' shareholders.

 

The following awards were made to the executive Directors of the Company under
its existing Performance Share Plan ("PSP") on 7 August 2020 ("Date of
Grant"):

 

Options

 

 Name           Position                 Number of Options
 Paul Webb      Chief Executive Officer  300,000
 David Bedford  Group Finance Director   186,000

 

The vesting period of the Options remains over an approximate five-and-a-half
year period from the Date of Grant up to the announcement of the Company's
audited final results for the financial year ending 30 November 2025 and
continues to be divided into three equal tranches, vesting after the Company's
next three, four and five full financial years respectively, depending on the
achievement of the Revised Performance Criteria at each measurement date. The
Options remain exercisable at nil cost and must be exercised within ten years
of the Date of Grant.

 

Revised Performance Criteria

 

The performance criteria will now be measured according to the average of the
Compound Annual Growth Rate ("CAGR") of the Total Shareholder Return ("TSR")
and the CAGR of Adjusted Underlying Diluted Earnings Per Share ("EPS")
achieved by the end of each of the Company's three relevant financial years,
being respectively three, four and five financial years following the Date of
Grant. The table below summarises the principal amendments made to the CAGR
thresholds:

 

 Original Threshold CAGR (August 2020)    Proposed Threshold CAGR (May 2022)
 0 - 14.99% pa = 0 vesting                0 - 9.99% pa = 0 vesting
 25%+ pa = 100% vesting                   20%+ pa = 100%

 (straight line pro rata from 15 - 25%)   (straight line pro rata from 10 - 20%)

 

If this average is 20% (previously 25%) or more, 100% of that tranche of
Options will vest. If this average is above 10% (previously 15%) and below,
20% (previously 25%), between 0% and 100% of the Options will vest (on a
straight-line basis). 75% of any Options not vesting at the three-year and
four-year vesting points may be carried forward to the following financial
year. Any Options not vesting at the end of the five-year period will lapse.

 

The baseline for calculating the CAGR of TSR remains at £1.35 per share, and
the baseline for calculating the CAGR of EPS remains at 11.87 pence per share
(being the actual equivalent of the Company's EPS in the financial year ended
30 November 2019). Although the total vesting periods for the Options remain
unchanged, the periods over which the relevant CAGRs will be calculated will
now commence from 30 November 2021, instead of from 7 August 2020 as provided
in the original grants, to allow for the impact of the COVID-19 hiatus
affecting a substantial part of the Company's customer base.

 

The limit on the number of Ordinary Shares over which Options may be awarded,
as set out above, remains unchanged.

 

Any entitlement under the PSP will lapse on cessation of employment prior to
the end of the five-year vesting period, unless cessation of employment is by
reason of redundancy, ill health or death.

 

Should the Revised Performance Criteria be met in full or in part, it is
intended that the appropriate number of Options will be satisfied firstly from
any unallocated Ordinary Shares already held within the Company's employee
benefit trust with the balance to be satisfied from a new issue of Ordinary
Shares.

 

Full details of the PSP were set out in the Company's Annual Report for the
year ended 30 November 2021, copies of which are available on the Company's
website, www.synecticsplc.com (http://www.synecticsplc.com) .

 

The executive Directors' resulting interests in Ordinary Shares are as
follows:

 

                Number of Ordinary Shares Held  Interest in Ordinary Shares in Share Schemes

                                                                                              Resultant Total Interest   % of Issued Share Capital

 Name
 Paul Webb      57,115                          512,357                                       569,472                    3.20%
 David Bedford  20,000                          187,745                                       207,745                    1.17%

 

The interests of the executive Directors in share schemes set out in the table
above comprises:

 

PSP

 

                                                                                 Maximum number of shares under option that can vest                        Maximum number of shares under option that can vest                       Maximum number of shares under option that can vest

                                Number of Options Awarded

                                                            First Vesting Date                                                        Second Vesting Date                                                        Third Vesting Date

                Date of Award

 Name
 Paul Webb      7 August 2020   300,000                     7 August 2023        100,000                                              7 August 2024         100,000                                              7 August 2025        100,000
 David Bedford  7 August 2020   186,000                     7 August 2023        62,000                                               7 August 2024         62,000                                               7 August 2025        62,000

 

ExSop

 

                            Number of Options Awarded

            Date of Award

 Name                                                  Exercise date
 Paul Webb  7 July 2009     100,000                    8 July 2012
 Paul Webb  7 March 2011    100,000                    8 March 2014

 

ESAP

 

                                   Number of Shares Purchased

                Date of Purchase

 Name
 Paul Webb      14/10/2010         338
 Paul Webb      08/04/2011         422
 Paul Webb      25/07/2011         7
 Paul Webb      01/11/2011         405
 Paul Webb      01/11/2011         9
 Paul Webb      23/04/2012         375
 Paul Webb      17/05/2012         19
 Paul Webb      09/10/2012         275
 Paul Webb      02/10/2012         14
 Paul Webb      08/05/2013         21
 Paul Webb      03/04/2013         266
 Paul Webb      04/10/2013         13
 Paul Webb      14/10/2013         190
 Paul Webb      04/04/2014         186
 Paul Webb      07/05/2014         30
 Paul Webb      02/10/2014         214
 Paul Webb      17/04/2015         492
 Paul Webb      22/10/2015         607
 Paul Webb      29/04/2016         463
 Paul Webb      06/05/2016         26
 Paul Webb      20/10/2016         552
 Paul Webb      27/04/2017         423
 Paul Webb      24/05/2017         44
 Paul Webb      13/10/2017         19
 Paul Webb      27/10/2017         429
 Paul Webb      25/04/2018         486
 Paul Webb      10/08/2018         85
 Paul Webb      26/10/2018         474
 Paul Webb      26/11/2018         39
 Paul Webb      23/04/2019         448
 Paul Webb      22/05/2019         126
 Paul Webb      01/10/2019         588
 Paul Webb      01/10/2019         64
 Paul Webb      01/04/2020         760
 Paul Webb      01/10/2020         761
 Paul Webb      01/04/2021         800
 Paul Webb      01/10/2021         857
 Paul Webb      01/04/2022         865
 Paul Webb      09/05/2022         165
 David Bedford  01/10/2021         857
 David Bedford  01/04/2022         865
 David Bedford  09/05/2022         23

 

For further information, please contact:

 

Synectics plc

Claire Stewart, Company Secretary

Tel: +44 (0) 114 280 2828

www.synecticsplc.com
info@synecticsplc.com (mailto:info@synecticsplc.com)

 

Shore Capital
Tom Griffiths / David Coaten

Tel: +44 (0) 207 408 4050

 

About Synectics plc
 
Synectics (AIM: SNX) is a leader in the design, integration and support of advanced security and surveillance systems that enable clients around the world to protect their people, communities, and assets.
 
Founded over 30 years ago, Synectics has deep industry experience across gaming, energy, urban transport, public space and critical infrastructure projects. The group's expert engineering teams work in partnership with customers to create integrated product and technology platforms, proven in the most complex and demanding operating environments.
 
Find out more at
 (http://www.synecticsplc.com/)

www.synecticsplc.com (http://www.synecticsplc.com)

 

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