Anpario plc
("Anpario", "Group" or the "Company")
Grant of share awards
Further to the detail in the Remuneration Committee Report released as part of the Final Results announcement on 16 March 2022, Anpario announces that, on 23 March 2022, it has granted awards under a new Performance Share Plan (PSP) and the existing Joint Share Ownership Plan (JSOP) for 2022.
Long term incentive structure
Following advice from FIT Remuneration Consultants LLP and a consultation process with shareholders, Anpario plans to introduce a new long-term incentive structure that will apply to Executive Directors and management. Following a review of current market practices and considering the merits of different awards structures, Anpario has introduced a new Performance Share Plan to work alongside the existing JSOP share scheme.
PSP Awards
The Anpario PSP award will create a maximum opportunity for the participating Executive Directors equivalent to 100% of salary, Executive Management 40% of salary and other key management 20% of salary.
As part of the awards made on 23 March 2022, the Company granted initial awards under the PSP ("Awards") over Ordinary Shares of 23 pence each in the Company ("Shares") to the following director:
Director | Role | No. of Shares under Award |
| Marc Wilson | Group Finance Director | 26,168 |
The Awards have been granted in the form of nil-cost share options and will normally vest after three years, subject to the achievement of performance conditions. Awards may become exercisable subject to continued employment and the achievement of three performance conditions, being a financial target representing 75% of the total award and two further ESG components representing the remaining 25% as described below.
Diluted adjusted earnings per share
The Awards will be 75% weighted on the achievement of diluted adjusted earnings per share growth targets, the baseline for which is the equivalent figure for the year ended 31 December 2021 which was 23.01p per share. This will then be compared to the equivalent figure for the year ending 31 December 2024.
Target Growth | % of total award that may Vest |
| Less than 27.41p [equivalent to 6% growth per annum] | nil |
| Equal to 27.41p | 18.75% |
| Greater than 27.41p but not less than 35.92p | Pro-rata between 18.75% and 75% on a straight-line basis |
| Equal to or greater than 35.92p [equivalent to 16% growth per annum] | 75% |
ESG Objectives
The primary objective for ESG based targets is to reduce Carbon Intensity1 in-line with our ambitions to achieve net-zero emissions by 2030, this represents 15% of the total PSP award. The baseline for Carbon Intensity is based on the figure for the year ended 31 December 2019 of 6.17 (tCO2e per £m sales). This will then be compared to the equivalent figure for the year ending 31 December 2024 to assess the cumulative reduction in intensity for the period.
Target Cumulative Reduction | % of total award that may Vest |
| Less than 63% | nil |
| Equal to 63% | 4.5% |
| Greater than 63% but not less than 70% | Pro-rata between 4.5% and 15% on a straight-line basis |
| Equal to or greater than 70% | 15% |
1 defined as Anpario's Scope 1 and 2 carbon emissions per £m of sales (tCO2e per £m sales).
The final potential 10% of the PSP Award will be based on the achievement of progress towards other ESG objectives. This will be based on a qualitative assessment by the Remuneration Committee which will consider a range of quantitative and qualitative inputs, including but not limited to: diversity, equality and inclusiveness; training and development of staff; reductions in waste and water usage; health and safety; and sustainable business operations.
JSOP Awards
Anpario announces that, on 23 March 2022, it has allotted a total of 600,000 new Shares. The Ordinary Shares have been issued at a subscription price of 545 pence per Ordinary Share, being the closing price of an Ordinary Share on 22 March 2022, 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 individuals 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 Executive concerned, the Company and the Trustee. The subscription price has been paid by the Trust out of funds advanced to it by the Company.
Individual/Group | Jointly Owned Shares Awarded |
| Marc Wilson | 300,000 |
| Members of the Executive Management Team | 300,000 |
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 participants receive an amount equal to any growth in the market value of the jointly owned Ordinary Shares above the initial market value of 545 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
The interests of the Directors in the Ordinary shares of 23p each in the Company held before and after the above transactions, and remaining unchanged are:
Director | Ordinary shares |
| Marc Wilson | 9,676 |
Under the Company's long term incentive plans the rights of Directors to acquire Ordinary shares of 23p each in the Company before and after the above transactions are:
Director | Award plan | Interests prior tothe transactions | New interestsgranted | Interests followingthe transactions |
| Marc Wilson | JSOP1 | 20,000 | - | 20,000 |
|
| SAYE | 5,577 | - | 5,577 |
|
| JSOP1 | 50,000 | - | 50,000 |
|
| PSP | - | 26,168 | 26,1682 |
|
| JSOP1 | - | 300,000 | 300,000 |
1 The exercise price also includes a carrying cost equivalent to simple interest at 4.5% per annum on the option price for three years
2 Vesting is conditional, this number represents the maximum potential award, subject to the achievement of financial and ESG targets as described earlier
An application has been made to the London Stock Exchange plc for the admission to trading on AIM of 600,000 Ordinary Shares in respect of these shares awarded under the JSOP. It is expected that admission of these new Ordinary Shares will become effective on 30 March 2022 ("Admission"). These new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares in issue.
Following Admission, the Company's total issued share capital is 24,276,719 Ordinary Shares. The Company holds 440,388 Ordinary Shares in Treasury. Therefore, the total number of voting rights in the Company is 23,836,331. This figure 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 FCA's Disclosure and Transparency Rules.
Enquiries:
Anpario plc | |
| Richard Edwards, CEO | +44(0) 777 6417 129 |
| Marc Wilson, Group Finance Director | +44(0) 1909 537380 |
| Karen Prior, Corporate Responsibility Director and Company Secretary | +44(0) 1909 537380 |
Peel Hunt LLP (Nomad and broker) | +44 (0)20 7418 8900 |
| Adrian Trimmings | |
| Andrew Clark | |
| Lalit Bose | |
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Marc Wilson | ||||
2 | Reason for the notification | |||||
| a) | Position/status | Group Finance Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Anpario plc | ||||
| b) | LEI | 213800BZHUIUCH3MCC06 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 23 pence each in the Company ("Ordinary Shares")
ISIN GB00B3NWT178 | ||||
| b) | Nature of the transaction | Grant of PSP options | ||||
| c) | Price(s) and volume(s)
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| d) | Aggregated information
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| e) | Date of the transaction | 23 March 2022 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name | Marc Wilson | ||||
2 | Reason for the notification | |||||
| a) | Position/status | Group Finance Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Anpario plc | ||||
| b) | LEI | 213800BZHUIUCH3MCC06 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 23 pence each in the Company ("Ordinary Shares")
ISIN GB00B3NWT178 | ||||
| b) | Nature of the transaction | Issuance of Ordinary Shares under JSOP | ||||
| c) | Price(s) and volume(s)
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| d) | Aggregated information
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| e) | Date of the transaction | 23 March 2022 | ||||
| f) | Place of the transaction | London Stock Exchange (XLON), AIM | ||||
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