Source - LSE Regulatory
RNS Number : 9997K
Synectics PLC
11 May 2022
 

 

 

RNS

 

11 May 2022

 

 

Synectics plc

(the "Company")

 

Amendment to performance criteria of Performance Share Plan

 

Synectics plc (AIM: SNX), a leader in the design, integration and support of advanced security and surveillance systems, announces that on 10 May 2022 it altered the performance criteria of the previous awards of options made to the executive Directors of the Company in August 2020 ("Options") over, in aggregate, 486,000 ordinary shares of 20p each in the Company ("Ordinary Shares") details of which are set out below ("Revised Performance Criteria").

 

The variation of the performance criteria was considered by the Remuneration Committee of the Board to be essential following the serious and prolonged impact of the COVID-19 pandemic on a substantial part of the Company's customer base, and consequently on the Company's results. This impact has made the achievement of the original performance criteria highly unrealistic, and therefore undermined the objectives behind the grant of the Options. The changes now implemented will, in the Remuneration Committee's view, restore the function of the Options both in aiding retention of the Company's executive Directors and incentivising them to achieve stretching financial targets in the interests of all Synectics' shareholders.

 

The following awards were made to the executive Directors of the Company under its existing Performance Share Plan ("PSP") on 7 August 2020 ("Date of Grant"):

 

Options

 

Name

Position

Number of Options

Paul Webb

Chief Executive Officer

300,000

David Bedford

Group Finance Director

186,000

 

The vesting period of the Options remains over an approximate five-and-a-half year period from the Date of Grant up to the announcement of the Company's audited final results for the financial year ending 30 November 2025 and continues to be divided into three equal tranches, vesting after the Company's next three, four and five full financial years respectively, depending on the achievement of the Revised Performance Criteria at each measurement date. The Options remain exercisable at nil cost and must be exercised within ten years of the Date of Grant.

 

Revised Performance Criteria

 

The performance criteria will now be measured according to the average of the Compound Annual Growth Rate ("CAGR") of the Total Shareholder Return ("TSR") and the CAGR of Adjusted Underlying Diluted Earnings Per Share ("EPS") achieved by the end of each of the Company's three relevant financial years, being respectively three, four and five financial years following the Date of Grant. The table below summarises the principal amendments made to the CAGR thresholds:

 

Original Threshold CAGR (August 2020)

Proposed Threshold CAGR (May 2022)

0 - 14.99% pa = 0 vesting

0 - 9.99% pa = 0 vesting

25%+ pa = 100% vesting

(straight line pro rata from 15 - 25%)

20%+ pa = 100%

(straight line pro rata from 10 - 20%)

 

If this average is 20% (previously 25%) or more, 100% of that tranche of Options will vest. If this average is above 10% (previously 15%) and below, 20% (previously 25%), between 0% and 100% of the Options will vest (on a straight-line basis). 75% of any Options not vesting at the three-year and four-year vesting points may be carried forward to the following financial year. Any Options not vesting at the end of the five-year period will lapse

 

The baseline for calculating the CAGR of TSR remains at £1.35 per share, and the baseline for calculating the CAGR of EPS remains at 11.87 pence per share (being the actual equivalent of the Company's EPS in the financial year ended 30 November 2019). Although the total vesting periods for the Options remain unchanged, the periods over which the relevant CAGRs will be calculated will now commence from 30 November 2021, instead of from 7 August 2020 as provided in the original grants, to allow for the impact of the COVID-19 hiatus affecting a substantial part of the Company's customer base.

 

The limit on the number of Ordinary Shares over which Options may be awarded, as set out above, remains unchanged. 

 

Any entitlement under the PSP will lapse on cessation of employment prior to the end of the five-year vesting period, unless cessation of employment is by reason of redundancy, ill health or death.

 

Should the Revised Performance Criteria be met in full or in part, it is intended that the appropriate number of Options will be satisfied firstly from any unallocated Ordinary Shares already held within the Company's employee benefit trust with the balance to be satisfied from a new issue of Ordinary Shares.

 

Full details of the PSP were set out in the Company's Annual Report for the year ended 30 November 2021, copies of which are available on the Company's website, www.synecticsplc.com.

 

The executive Directors' resulting interests in Ordinary Shares are as follows:

 

 

 

Name

Number of Ordinary Shares Held

Interest in Ordinary Shares in Share Schemes

 

Resultant Total Interest

 

% of Issued Share Capital

Paul Webb

57,115

512,357

569,472

3.20%

David Bedford

20,000

187,745

207,745

1.17%

 

The interests of the executive Directors in share schemes set out in the table above comprises:

 

PSP

 

 

 

 

 

 

 

Name

 

 

 

 

 

Date of Award

 

 

 

Number of Options Awarded

 

 

 

 

First Vesting Date

Maximum number of shares under option that can vest

 

 

 

 

Second Vesting Date

Maximum number of shares under option that can vest

 

 

 

 

Third Vesting Date

Maximum number of shares under option that can vest

Paul Webb

7 August 2020

300,000

7 August 2023

100,000

7 August 2024

100,000

7 August 2025

100,000

David Bedford

7 August 2020

186,000

7 August 2023

62,000

7 August 2024

62,000

7 August 2025

62,000

 

ExSop

 

 

 

Name

 

Date of Award

Number of Options Awarded

 

 

Exercise date

Paul Webb

7 July 2009

100,000

8 July 2012

Paul Webb

7 March 2011

100,000

8 March 2014

 

ESAP

 

 

 

Name

 

Date of Purchase

Number of Shares Purchased

Paul Webb

14/10/2010

338

Paul Webb

08/04/2011

422

Paul Webb

25/07/2011

7

Paul Webb

01/11/2011

405

Paul Webb

01/11/2011

9

Paul Webb

23/04/2012

375

Paul Webb

17/05/2012

19

Paul Webb

09/10/2012

275

Paul Webb

02/10/2012

14

Paul Webb

08/05/2013

21

Paul Webb

03/04/2013

266

Paul Webb

04/10/2013

13

Paul Webb

14/10/2013

190

Paul Webb

04/04/2014

186

Paul Webb

07/05/2014

30

Paul Webb

02/10/2014

214

Paul Webb

17/04/2015

492

Paul Webb

22/10/2015

607

Paul Webb

29/04/2016

463

Paul Webb

06/05/2016

26

Paul Webb

20/10/2016

552

Paul Webb

27/04/2017

423

Paul Webb

24/05/2017

44

Paul Webb

13/10/2017

19

Paul Webb

27/10/2017

429

Paul Webb

25/04/2018

486

Paul Webb

10/08/2018

85

Paul Webb

26/10/2018

474

Paul Webb

26/11/2018

39

Paul Webb

23/04/2019

448

Paul Webb

22/05/2019

126

Paul Webb

01/10/2019

588

Paul Webb

01/10/2019

64

Paul Webb

01/04/2020

760

Paul Webb

01/10/2020

761

Paul Webb

01/04/2021

800

Paul Webb

01/10/2021

857

Paul Webb

01/04/2022

865

Paul Webb

09/05/2022

165

David Bedford

01/10/2021

857

David Bedford

01/04/2022

865

David Bedford

09/05/2022

23

 

For further information, please contact:

 

Synectics plc

Claire Stewart, Company Secretary

Tel: +44 (0) 114 280 2828

www.synecticsplc.com
info@synecticsplc.com

 

Shore Capital
Tom Griffiths / David Coaten

Tel: +44 (0) 207 408 4050

 

About Synectics plc

 

Synectics (AIM: SNX) is a leader in the design, integration and support of advanced security and surveillance systems that enable clients around the world to protect their people, communities, and assets.

 

Founded over 30 years ago, Synectics has deep industry experience across gaming, energy, urban transport, public space and critical infrastructure projects. The group's expert engineering teams work in partnership with customers to create integrated product and technology platforms, proven in the most complex and demanding operating environments.

 

Find out more at www.synecticsplc.com

 

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