RNS Number : 2198H
Carluccio's PLC
16 February 2010
RNS Announcement
Carluccios PLC
("Carluccio's" or the "Company")
2009/2010 Long Term Incentive Plan ("LTIP") Awards
Carluccio's believes that equity based remuneration schemes are an important tool in incentivising, motivating and retaining its employees. They also serve to align management goals with those of shareholders. Carluccio's has had an equity based remuneration scheme in place since 2000 and has made annual grants to directors and key employees since the scheme's inception.
At the time of its admission to trading on AIM, Carluccio's stated that it would limit dilution from the granting of options to employees to 10 per cent. of the issued share capital of the Company. Prior to the release and cancellation of certain options described below there were 442,766 shares representing 0.8 per cent. of the current issued share capital of the Company available within this 10 per cent. dilution limit.
As a result of this limitation on awards, and following consultation with a number of its shareholders, the Company has decided, and Directors along with certain employees have agreed to release existing share options for cancellation by the Company, in order to create further capacity within the existing 10 per cent limit. A total of 1,230,500 share options granted to directors and employees under the Company's 2005 Equity Incentive Plan in 2006 with an exercise price of 165p and in 2007 with an exercise price of 150.5p have been released and cancelled. It should be noted that all performance criteria relating to the released options have been met.
Details of the total number of share options which have been released by Simon Kossoff, Frank Bandura and Sarah Murray (Directors) and cancelled by the Company are listed below:
· Simon Kossoff 350,000
· Frank Bandura 243,000
· Sarah Murray 183,000
Following the release and cancellation of the options described above, the Company has granted Long Term Incentive Plan awards (the "LTIP Awards") over 849,800 new Carluccio's ordinary shares of 5p each ("Ordinary Shares") to Directors and employees at a price of 90.5p being the mid market price of a Carluccio's ordinary share as at the close of business on 12 February 2010.
Unlike the 2006 and 2007 options being released and cancelled, the LTIP Awards granted to Directors will be subject to the three year growth in earnings per share (EPS) performance target that is part of the recently adopted 2009 Long Term Incentive Plan ("LTIP").
Of the 849,800 LTIP Awards 520,000 have been made to Directors of Carluccio's as follows:
· Simon Kossoff 250,000
· Frank Bandura 150,000
· Sarah Murray 120,000
844,800 new Carluccio's Ordinary Shares (the "New Ordinary Shares") have been subscribed by EBT No.1 at a price of 90.5 pence per New Ordinary Share. Application has been made for admission of the New Ordinary Shares to AIM with admission expected on 22 February 2010. The New Ordinary Shares acquired by EBT No.1 will be used to satisfy awards under the LTIP.
EBT No.1 has entered into arrangements with the Carluccio's Employee Benefit Trust No.2 ('EBT No.2') and the Directors to effect awards under the LTIP pursuant to which sub-trusts of EBT No.2 and each of the Directors respectively will jointly acquire the beneficial interest in the shares. The interest acquired by the sub-trusts of EBT No.2 will relate broadly to such proportion of a share as represents the closing market value of the New Ordinary Shares on 12 February 2010 (90.5p) plus 5% per annum for the 3-year vesting period and the interest acquired by the Directors will relate broadly to such proportion of a share as represents the value of the share above this level.
The awards vest over a period of 3 years and have performance conditions attached. Voting rights are waived in relation to the New Ordinary Shares for as long as the joint ownership is retained. Dividend rights in relation to the New Ordinary Shares are waived until the performance conditions are met, after which the dividends will be allocated between the sub-trusts of EBT No.2 and the Directors in proportion to the values of their interests at the time the dividend is declared.
Following the release and cancellation of the share options described above and the LTIP Awards, the Directors have the following interests in Ordinary Shares of the Company:
Director Shares % of issued share capital Options LTIP Awards
Simon Kossoff 2.579,990 4.4% 1,200,000 650,000
Frank Bandura 200,000 0.3% 1,157,500 450,000
Sarah Murray nil Nil 277,000 320,000
Following the admission of the New Ordinary Shares, Carluccio's will have 59,217,460 ordinary shares of 5 pence each in issue.
Enquiries:
Carluccio's PLC
Frank Bandura (Finance Director) Tel: 020 7580 3050
KBC Peel Hunt (Nominated Adviser and Broker) Tel: 020 7418 8900
Matt Goode
Oliver Stratton
This information is provided by RNS
The company news service from the London Stock Exchange
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