Anpario plc (“Anpario” or the “Company”)

Director/PDMR Shareholding

Anpario announces that on 9 March 2015 certain directors of the Company (“Directors”) have sold interests in ordinary shares of 23p each in the Company (“Ordinary Shares”). Firstly, Richard Edwards and David Bullen have each sold Ordinary Shares as set out in the table below. These interests, as joint beneficial owners, were held on the terms of joint ownership agreements entered into in September and December 2011 under the Company’s Joint Share Ownership Plan (“JSOP”) which had become fully vested.  The disposal was effected by the exercise of conversion options requiring the co-owner (the plan trustee) and each director to exchange tranches of their respective interests so that each director acquires a beneficial interest in a whole number of shares equal in value to the gain accrued under the terms of the JSOP award.  Each director immediately sold in the market such number of shares in the Company at a price per share of £2.85 per Ordinary Share.

Name of Director

No. of jointly owned Ordinary Shares

No. of Ordinary Shares acquired on exercise of exchange options

No. of Ordinary Shares Sold

Richard Edwards

609,781

418,287

418,287

David Bullen

612,143

410,606

410,606

 

The sale proceeds have been used, in part, to fund the exercise of Enterprise Management Incentive (“EMI”) Share Options under the Company’s EMI Scheme as detailed below. The remaining 393,031 Ordinary Shares formerly held in joint ownership have been acquired by RBC cees Limited as trustee of The Anpario plc Group Employees’ Share Trust (the “Trustee”) (the “Trust”) pursuant to the exercise of the conversion options by the Trustee in its capacity as co-owner.

Anpario also announces that on 9 March 2015 Richard Edwards, David Bullen and Karen Prior each exercised EMI options over Ordinary Shares as follows. Such exercise was upon and subject to the terms of the Company’s EMI Scheme in relation to fully vested options held by each Director, and was, in the case of Richard Edwards and David Bullen, made out of the proceeds of sale of the shares sold out of the JSOP by each as detailed above.

Name of Director

No. of Shares over which EMI options subsist

 

Exercise price £

No. of Shares acquired on exercise of EMI options

 

Richard Edwards

99,378

0.690

99,378

63,011

 0.317

63,011

David Bullen

21,739

0.805

21,739

32,609

0.317

32,609

65,217

0.690

65,217

40,463

0.690

40,463

Karen Prior

130,432

0.69

130,432

 

Separately, the Company announces that on 9 March 2015 it was informed that Richard Rose had exercised his option over 23,478 Ordinary Shares that he had held under the EMI Scheme and were close to expiry. Richard Rose subsequently sold the 23,478 Ordinary Shares on 9 March at a price of £2.85 per Ordinary Share.

Award of new EMI options over Ordinary Shares (“EMI Options”)

Anpario also announces that on 9 March 2015 Richard Edwards, David Bullen and Karen Prior were granted EMI Options as follows, upon and subject to the terms of the Company’s EMI Scheme. The exercise price of such EMI Options is £2.90, being the mid-market closing price of a share in the Company on 6 March 2015.

Name of Director

 

No. of Shares over which EMI Options awarded

 

Exercise price

£

Richard Edwards

42,400

2.90

David Bullen

42,400

2.90

Karen Prior

42,400

2.90

Ordinary Shares issued under the Company’s JSOP

Anpario also announces that, on 9 March 2015, it has allotted a total of 1,176,718 new Ordinary Shares.  The Ordinary Shares have been issued at a subscription price of 290p per Ordinary Share, being the closing price of an Ordinary Shares on 6 March 2015, 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 executive Directors 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 Director concerned, the Company and the Trustee.  The subscription price has been paid by the Trust out of funds advanced to it by the Company.

Name of Director

Jointly Owned Shares Awarded

                                                          

Richard Edwards

418,287

David Bullen

410,606

Karen Prior

347,825

In addition, 393,031 existing Ordinary Shares, which as previously described had been acquired by the Trustee on the exercise of conversion options in respect of shares formerly held in joint ownership, have been transferred by the Trustee, for no consideration, into the respective joint beneficial ownership of (i) each of the participating executive Directors named below and (ii) the Trustee upon and subject to the terms of the JOAs respectively entered into between the Director concerned, the Company and the Trustee. 

Name of Director

Jointly owned Ordinary Shares Awarded

                                                          

Richard Edwards

191,494

David Bullen

201,537

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 participating Director receives an amount equal to any growth in the market value of the jointly owned Ordinary Shares above the initial market value (£2.90 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

Following the above transactions, the beneficial interests held by the Directors of the Company will be:

Director

Existing number of Ordinary Shares

Ordinary Shares acquired under EMI Scheme

Ordinary Shares sold under JSOP

Interests in Ordinary Shares acquired under JSOP

Holdings in Company post the transactions

Richard Edwards

62,681

162,389

(418,287)

418,287

225,070

David Bullen

160,028

(410,606)

410,606

160,028

Karen Prior

52,751

130,432

183,183

 

Following the above transactions, the options held by the Directors of the Company will be:

Director

Existing options

Options exercised under EMI

Options issued under EMI

Options post the transactions

Richard Edwards

242,389

(162,389)

42,400

122,400

David Bullen

240,028

(160,028)

42,400

122,400

Karen Prior

210,432

(130,432)

42,400

122,400

 

Following the above transactions, the jointly owned Ordinary Shares held by the Directors of the Company will be:

Director

Existing interests in jointly owned Ordinary Shares

Jointly owned Ordinary Shares acquired and sold under the JSOP

Jointly owned Ordinary Shares transferred to the Trustee under the JSOP

 

Interests in jointly owned Ordinary Shares transferred from the Trustee to Directors under the JSOP

New interests in jointly owned Ordinary Shares issued under JSOP

Remaining interests in jointly owned Ordinary Shares

Richard Edwards

609,781

(418,287)

(191,494)

191,494

418,287

609,781

David Bullen

612,143

(410,606)

(201,537)

201,537

410,606

612,143

Karen Prior

261,956

347,825

609,781

 

Application for Ordinary Shares

Application for admission to AIM has also been made in relation to 23,478 Ordinary Shares, and it is expected that admission will be effective from 16 March 2015.

The Company’s issued share capital following the admission of the 23,478 Ordinary Shares will comprise 20,613,210 Ordinary Shares with voting rights.

The Company holds 143,042 Ordinary Shares in Treasury. The total number of Ordinary Shares in issue (excluding shares held as treasury shares) is 20,470,168 and 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 Disclosure and Transparency Rules.

 

Enquiries

Anpario plc

David Bullen, Chief Executive Officer                               +44 (0) 791 955 2040
Karen Prior, Group Finance Director                               +44 (0)1909 537 380

Peel Hunt

Dan Webster                                                                       +44 (0) 207 418 8900

Richard Brown