RNS | 2 August 2022 |
Synectics plc
("Synectics", the "Company" or the "Group")
Director's and PDMRs' Interests in Share Schemes:
Grant of Options and amendment to performance criteria of Performance Share Plan for certain PDMRs
Synectics plc (AIM: SNX), a leader in the design, integration and support of advanced security and surveillance systems, announces that on 1 August 2022 (the "Date of Grant") it made an award of options ("Options") over, in aggregate, 184,000 ordinary shares of 20p each in the Company (the "Ordinary Shares") to Amanda Larnder, following her appointment as its Finance Director last month, and to certain Persons Discharging Managerial Responsibility ("PDMRs") of the Company under its existing Performance Share Plan (the "PSP"), as detailed below.
In addition, the Company altered the performance criteria of previous awards of Options under the PSP made to certain PDMRs, details of which are set out below.
Award of New Director Options
| Name | Position | Number of Options |
| Amanda Larnder | Group Finance Director | 124,000 |
Following this award, Mrs Larnder's total interests in Ordinary Shares comprise:
|
Name |
Number of Ordinary Shares held | Interest in Ordinary Shares in Synectics plc share schemes |
Resultant total interest in Ordinary Shares |
% of issued share capital |
| Amanda Larnder | 4,326 | 124,000 | 128,326 | 0.72% |
To achieve alignment with the conditions attached to similar options granted in August 2020 to Paul Webb, the Company's Chief Executive, and subsequently amended on 11 May 2022, the above one-off award vests over an approximately 3.6-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. The Options are divided into two equal tranches, with vesting dependent, inter alia, on the achievement of performance criteria for each of the Company's financial years ending 30 November 2024 and 2025. The Options are exercisable at nil cost and must be exercised within ten years of the Date of Grant.
The performance criteria will 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") for each of the two relevant performance periods of approximately three and four years respectively. If this average is 20% or more, 100% of that tranche of Options will vest. If this average is above 10% and below 20%, between 0% and 100% of the Options will vest (on a straight-line basis). 75% of any Options not vesting at the three-year vesting point may be carried forward to the following year. Any Options not vesting at the four-year point will lapse. The baseline for calculating the CAGR of TSR is £1.35 per share, and the baseline for calculating the CAGR of EPS is 11.87 pence per share (being the equivalent of the Company's EPS in the financial year ended 30 November 2019).
Award of New PDMR Options
| Name | Position | Number of Options |
| Greg Alcorn | Director of Sales, Synectic Systems | 20,000 |
| David Gavin | Director of Operations, Synectic Systems | 20,000 |
| Iain Stringer | Managing Director, Synectics Security | 20,000 |
Following these awards, the total interests of these PDMRs in Ordinary Shares comprise:
|
Name |
Number of Ordinary Shares held | Interest in Ordinary Shares in Synectics plc share schemes |
Resultant total interest in Ordinary Shares |
% of issued share capital |
| Greg Alcorn | - | 46,609 | 46,609 | 0.26% |
| David Gavin | - | 40,000 | 40,000 | 0.22% |
| Iain Stringer | 12,210 | 40,000 | 52,210 | 0.29% |
Under the PSP, selected employees are entitled to exercise an option to receive a certain number of Ordinary Shares at any time after a three-year vesting period, exercisable at nil cost. The number of Ordinary Shares that are awarded at the end of the three-year period is dependent on the achievement of certain performance criteria and must be exercised within ten years of the Date of Grant.
As above, vesting of the PSP award is measured according to the average of the CAGR of the TSR and the CAGR of EPS. If this average is 20% or more, 100% of the award will vest. If this average is above 10% and below 20%, between 0% and 100% of the award will vest (on a straight-line basis). The same baselines apply as for the new Director Options set out above.
Amendment to performance criteria of PSP for certain existing PDMRs
In addition to the above new awards of Options, the Company announces that on 1 August 2022, it altered the performance criteria of the PSP relating to previous awards of options made by the Company to certain PDMRs in August 2020 and March 2021 ("Existing PDMR Options") over, in aggregate, 60,000 Ordinary Shares, details of which are set out below (the "Revised Performance Criteria").
The variation of the performance criteria is intended to align the performance criteria for the Existing PDMR Options with the amendment to the awards for the then executive Directors of the Company as announced on 11 May 2022 and, therefore, restore the function of the Existing PDMR Options both in aiding retention of, and incentivising, the Company's PDMRs to achieve stretching financial targets in the interests of all Synectics' shareholders.
The following awards were made by the Company to certain PDMRs under the PSP on 7 August 2020 and 3 March 2021:
| Name | Number of Options | Date of Grant |
| Greg Alcorn | 20,000 | 7 August 2020 |
| Iain Stringer | 20,000 | 7 August 2020 |
| David Gavin | 20,000 | 3 March 2021 |
The vesting periods of the Existing PDMR Options remain the same, being from the Date of Grant up to the announcement of the Company's audited final results for the financial year ending 30 November 2023, depending on the achievement of the Revised Performance Criteria, as set out below, at the measurement date. The Existing PDMR Options remain exercisable at nil cost and must be exercised within ten years of the Date of Grant.
Revised Performance Criteria
The revised performance criteria will continue to be measured according to the average of the CAGR of the TSR and the CAGR of EPS achieved following the announcement of the Company's audited final results for the financial year ending 30 November 2023.
If this average is 20% (previously 25%) or more, 100% of the Existing PDMR Options will vest. If this average is above 10% (previously 15%) and below 20% (previously 25%), between 0% and 100% of the Existing PDMR Options will vest (on a straight-line basis). The same baselines apply as for the new Director Options and the new PDMR Options set out above.
Any entitlement under the PSP will lapse on cessation of employment prior to the end of the vesting periods, unless cessation of employment is by reason of redundancy, ill health or death.
All PSP awards previously made to David Bedford, the Company's former Group Finance Director, have now lapsed.
Should the performance criteria be met in full or in part for both the new Director Options and the new PDMR Options, and should the Revised Performance Criteria be met in full or in part for the Existing PDMR options, it is intended that the appropriate number of Options to be exercised will be satisfied from any unallocated Ordinary Shares already held by the Company's employee benefit trust with any balance to be satisfied from a new issue of Ordinary Shares.
Full details of the PSP are set out in the Company's most recent Annual Report for the year ended 30 November 2021, copies of which are available on the Company's website, www.synecticsplc.com.
For further information, please contact:
Synectics plc
David Coghlan, Chairman
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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