REG - Synectics PLC - Director’s and PDMRs' Interests in Share Schemes

SynecticsAnnouncement

02/08/2022 07:00

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RNS Number : 5099U  Synectics PLC  02 August 2022

 

 RNS   2 August 2022

 

 

Synectics plc

("Synectics", the "Company" or the "Group")

 

Director's and PDMRs' Interests in Share Schemes:

 

Grant of Options and amendment to performance criteria of Performance Share
Plan for certain PDMRs

 

Synectics plc (AIM: SNX), a leader in the design, integration and support of
advanced security and surveillance systems, announces that on 1 August 2022
(the "Date of Grant") it made an award of options ("Options") over, in
aggregate, 184,000 ordinary shares of 20p each in the Company (the "Ordinary
Shares") to Amanda Larnder, following her appointment as its Finance Director
last month, and to certain Persons Discharging Managerial Responsibility
("PDMRs") of the Company under its existing Performance Share Plan (the
"PSP"), as detailed below.

 

In addition, the Company altered the performance criteria of previous awards
of Options under the PSP made to certain PDMRs, details of which are set out
below.

 

Award of New Director Options

 

 Name            Position                Number of Options
 Amanda Larnder  Group Finance Director  124,000

 

Following this award, Mrs Larnder's total interests in Ordinary
Shares comprise:

 

                                        Interest in Ordinary Shares in Synectics plc share schemes

                 Number of                                                                          Resultant total interest in Ordinary Shares   % of issued share capital

                 Ordinary Shares held

 Name
 Amanda Larnder  4,326                  124,000                                                     128,326                                       0.72%

 

To achieve alignment with the conditions attached to similar options granted
in August 2020 to Paul Webb, the Company's Chief Executive, and subsequently
amended on 11 May 2022, the above one-off award vests over an approximately
3.6-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. The Options are divided into two equal tranches, with vesting dependent,
inter alia, on the achievement of performance criteria for each of the
Company's financial years ending 30 November 2024 and 2025. The Options are
exercisable at nil cost and must be exercised within ten years of the Date of
Grant.

 

The performance criteria will 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") for
each of the two relevant performance periods of approximately three and four
years respectively. If this average is 20% or more, 100% of that tranche of
Options will vest. If this average is above 10% and below 20%, between 0% and
100% of the Options will vest (on a straight-line basis). 75% of any Options
not vesting at the three-year vesting point may be carried forward to the
following year. Any Options not vesting at the four-year point will lapse.
The baseline for calculating the CAGR of TSR is £1.35 per share, and the
baseline for calculating the CAGR of EPS is 11.87 pence per share (being the
equivalent of the Company's EPS in the financial year ended 30 November 2019).

 

Award of New PDMR Options

 

 Name           Position                                  Number of Options
 Greg Alcorn    Director of Sales, Synectic Systems       20,000
 David Gavin    Director of Operations, Synectic Systems  20,000
 Iain Stringer  Managing Director, Synectics Security     20,000

 

Following these awards, the total interests of these PDMRs in Ordinary
Shares comprise:

 

                                       Interest in Ordinary Shares in Synectics plc share schemes

                Number of                                                                          Resultant total interest in Ordinary Shares   % of issued share capital

                Ordinary Shares held

 Name
 Greg Alcorn    -                      46,609                                                      46,609                                        0.26%
 David Gavin    -                      40,000                                                      40,000                                        0.22%
 Iain Stringer  12,210                 40,000                                                      52,210                                        0.29%

 

Under the PSP, selected employees are entitled to exercise an option to
receive a certain number of Ordinary Shares at any time after a three-year
vesting period, exercisable at nil cost. The number of Ordinary Shares that
are awarded at the end of the three-year period is dependent on the
achievement of certain performance criteria and must be exercised within ten
years of the Date of Grant.

 

As above, vesting of the PSP award is measured according to the average of
the CAGR of the TSR and the CAGR of EPS. If this average is 20% or more, 100%
of the award will vest. If this average is above 10% and below 20%, between 0%
and 100% of the award will vest (on a straight-line basis).  The same
baselines apply as for the new Director Options set out above.

 

 

Amendment to performance criteria of PSP for certain existing PDMRs

 

In addition to the above new awards of Options, the Company announces
that on 1 August 2022, it altered the performance criteria of the PSP
relating to previous awards of options made by the Company to certain PDMRs in
August 2020 and March 2021 ("Existing PDMR Options") over, in aggregate,
60,000 Ordinary Shares, details of which are set out below (the "Revised
Performance Criteria").

 

The variation of the performance criteria is intended to align the performance
criteria for the Existing PDMR Options with the amendment to the awards for
the then executive Directors of the Company as announced on 11 May 2022 and,
therefore, restore the function of the Existing PDMR Options both in aiding
retention of, and incentivising, the Company's PDMRs to achieve stretching
financial targets in the interests of all Synectics' shareholders.

 

The following awards were made by the Company to certain PDMRs under the PSP
on 7 August 2020 and 3 March 2021:

 

 Name           Number of Options  Date of Grant
 Greg Alcorn    20,000             7 August 2020
 Iain Stringer  20,000             7 August 2020
 David Gavin    20,000             3 March 2021

 

The vesting periods of the Existing PDMR Options remain the same, being from
the Date of Grant up to the announcement of the Company's audited final
results for the financial year ending 30 November 2023, depending on the
achievement of the Revised Performance Criteria, as set out below, at the
measurement date. The Existing PDMR Options remain exercisable at nil cost and
must be exercised within ten years of the Date of Grant.

 

Revised Performance Criteria

 

The revised performance criteria will continue to be measured according to the
average of the CAGR of the TSR and the CAGR of EPS achieved following the
announcement of the Company's audited final results for the financial year
ending 30 November 2023.

 

If this average is 20% (previously 25%) or more, 100% of the Existing PDMR
Options will vest. If this average is above 10% (previously 15%) and below 20%
(previously 25%), between 0% and 100% of the Existing PDMR Options will vest
(on a straight-line basis). The same baselines apply as for the new Director
Options and the new PDMR Options set out above.

 

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

 

All PSP awards previously made to David Bedford, the Company's former Group
Finance Director, have now lapsed.

 

Should the performance criteria be met in full or in part for both the new
Director Options and the new PDMR Options, and should the Revised Performance
Criteria be met in full or in part for the Existing PDMR options, it is
intended that the appropriate number of Options to be exercised will be
satisfied from any unallocated Ordinary Shares already held by the Company's
employee benefit trust with any balance to be satisfied from a new issue of
Ordinary Shares.

 

Full details of the PSP are set out in the Company's most recent Annual Report
for the year ended 30 November 2021, copies of which are available on the
Company's website, www.synecticsplc.com.

 

For further information, please contact:

 

Synectics plc

David Coghlan, Chairman

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

 

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