Novae Group plc
Director / PDMR shareholding
The executive directors of Novae Group plc ("the Company" or "the Group") have acquired £1.125 ordinary shares in the Company ("Shares") as a result of the partial vesting and release on 6 March 2012 of an award made under the terms of the 2007 Long Term Incentive Plan ("LTIP") and the release of deferred bonuses payable in shares on the same date. As a result, the executive directors' direct holdings have increased by 53,998 Shares in the aggregate.
The executive directors' aggregate beneficial interests now amount to 1,772,013 Shares representing 2.75% of the Company's issued ordinary share capital.
The changes in their holdings are as follows:
1. Release of Shares from Long Term Incentive Plan
On 6 March 2012, the executive directors received 179,412 Shares in aggregate in respect of awards made under the terms of the LTIP on 6 March 2009 ("the 2009 Award").
The 2009 Award was released by the Trustee of the LTIP, Ogier Employee Benefit Trustee Limited ("the Trustee"), to the extent warranted by the 32.9% satisfaction of the performance conditions and following the completion of the three year performance period ended 31 December 2011. A further 333,876 Shares were released to 75 other employees on the same date.
Individual net beneficial interests of directors are shown in the table below.
2. Deferred 2010 bonus payable in shares
On 8 April 2011, the executive directors of Novae Group plc were awarded a deferred bonus payable in Shares in respect of the year ended 31 December 2010, subject to continuing employment or good leaver status ("the Deferred Bonus"). The Deferred Bonus was announced on 10 June 2011.
The Deferred Bonus was to be released in three equal tranches between 2012 and 2014.
The Remuneration Committee has released the first tranche of the Deferred Bonus, amounting to 112,500 Shares in aggregate, to the executive directors on 6 March 2012. A further 637,211 Shares in respect of other deferred bonuses have been released to 31 other senior managers in the Group.
Individual net beneficial interests of directors are shown in the table below.
Net beneficial interests
On release, the Deferred Bonus and 2009 Award are subject to income tax at the recipient's marginal rate of 50% ("Tax") and employee's National Insurance contributions ("NIC") at 2% on the value of the Shares. The Shares sold by directors to cover Tax and NIC and net shares from the LTIP vesting were sold on 7 March 2012 at £3.50 per Share.
| Name | Direct holding b/fwd (1) | % | Release of 2009 LTIP Award net of 52% sales for Tax and NIC | Disposal of net LTIP shares | Release of Deferred Bonus net of 52% sales for Tax and NIC | Beneficial interest c/fwd (2) | % |
| JR Adams | 649,088 | 1.01 | 28,705 | (28,705) | 16,045 | 665,133 | 1.03 |
| ORP Corbett | 389,353 | 0.60 | 28,705 | (28,705) | 16,971 | 406,324 | 0.63 |
| MK Fosh | 679,574 | 1.05 | 28,705 | (28,705) | 20,982 | 700,556 | 1.09 |
1 Direct holding b/fwd excludes deferred bonuses payable in Shares.
2 Beneficial interest c/fwd includes the net movement in reported beneficial interest arising on the release of the Deferred Bonus, sales for Tax and NIC. It excludes LTIP awards and deferred bonuses payable in Shares, which are disclosed annually.
Employee Benefit Trust holdings
On 6 March 2012 the Trustee notified the Company that there was a net reduction of 273,060 Shares held in the trust following the release of the Deferred Bonus and the 2009 Award (and similar releases to other senior employees). Following these transactions, the Trustee holds a total of 1,313,208 Shares, representing 2.038% of the Company's issued ordinary share capital. The executive directors of the Company, together with other employees, are potential beneficiaries under the trust and are therefore treated as having an interest in such Shares.
For further enquiries:
MJ Turvey
Group Legal Counsel and Company Secretary
020 7903 7300
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Novae Group plc via Thomson Reuters ONE
