Anpario plc (“Anpario” or the “Company”)
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|
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
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
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|
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|
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|
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|
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|
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.
David Bullen, Chief Executive Officer +44 (0) 791 955 2040
Karen Prior, Group Finance Director +44 (0)1909 537 380
Dan Webster +44 (0) 207 418 8900