Novae Group plc
Director / PDMR shareholding
The executive directors of Novae Group plc (?the Company? or ?the Group?) have
acquired £1.00 ordinary shares in the Company (?Shares?) as a result of the
release of an LTIP award and the release of deferred bonuses payable in shares.
As a result, the executive directors? direct holdings have increased by 870,661
in the aggregate.
The directors? beneficial interests now amount to 3,016,975 Shares representing
4.12% 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 4 January 2010, the executive directors received 532,545 Shares in aggregate
in respect of awards made under the terms of the 2005 Long Term Incentive Plan
(?LTIP?) on 8 January 2007 (?the 2007 Award(s)?).
The 2007 Awards were released by the Trustee of the LTIP, Ogier Employee Benefit
Trustee Limited (?the Trustee?), following the satisfaction of the performance
conditions and the subsequent completion of the performance period. The
performance conditions relating to this release were fully satisfied as at 31
December 2008, as reported in the Company?s 2008 annual report. A further
560,000 Shares were released to 73 other employees on the same date.
Individual net beneficial interests of directors are shown in the table below.
2. Deferred 2007 and 2008 bonuses payable in shares
On 14 March 2008 and 6 March 2009, the executive directors of Novae Group plc
were awarded deferred bonuses payable in Shares in respect of the years ended
31 December 2007 and 31 December 2008 respectively, subject to continuing
employment or good leaver status (?the Deferred Bonus(es)?). When the 2007 and
2008 Deferred Bonuses were awarded, the Company?s Shares were trading at £3.45
(price adjusted for the effect of the 1 for 10 share consolidation on 19 May
2008) and £2.86 respectively.
The 2007 and 2008 Deferred Bonuses were announced on 14 March 2008 and 9 March
2009 respectively and have been included gross in the directors? declared
beneficial interests in the Company?s issued ordinary share capital since those
dates.
The Deferred Bonuses were to be released in three equal tranches over the period
to March 2011 (in respect of 2007) and March 2012 (in respect of 2008). The
release of the first tranche of the 2007 Deferred Bonus was announced on 9 March
2009.
The Remuneration Committee has decided to release the remaining tranches of the
Deferred Bonuses, amounting to 943,172 Shares in aggregate, on 4 January 2010,
subject to an enforceable undertaking to return the Shares in the event of the
termination of the director?s employment other than as a good leaver, thereby
preserving the original retention objective The release is beneficial to the
Group by avoiding the cost over three years of grossing-up payments made in lieu
of accumulated dividends in order to account for the difference between income
and dividend tax rates. A further 327,233 Shares have been similarly released
to six other senior managers in the Group, subject to the same enforceable
undertakings as to their return.
Individual net beneficial interests of directors are shown in the table below.
Net beneficial interests
On release, the Deferred Bonuses and 2007 Awards are subject to income tax at
the recipient?s marginal rate of 40% (?Tax?) and employee?s National Insurance
contributions (?NIC?) at 1% on the value of the Shares. The Shares sold by
directors to cover Tax and NIC were sold on 4 January 2010 at £2.9825 per Share.
+---------+---------+------+---------+----------+-----------+-----------+------+
|Name |Direct | %|Release |Release of|Aggregate |Beneficial | %|
| |holding | |of 2007 |Deferred |disposals |interest | |
| |b/fwd | |LTIP |Bonuses |for Tax and|c/fwd | |
| |(1) | |Award |net of |NIC |(2) | |
| | | |net of |41% sales | | | |
| | | |41% sales|for Tax | | | |
| | | |for Tax |and NIC | | | |
| | | |and NIC | | | | |
+---------+---------+------+---------+----------+-----------+-----------+------+
| JR Adams| 402,434|0.550%| 62,840| 109,478| (119,750)| 574,752|0.785%|
+---------+---------+------+---------+----------+-----------+-----------+------+
| ORP| 198,401|0.271%| 62,840| 115,794| (124,140)| 377,035|0.515%|
| Corbett| | | | | | | |
+---------+---------+------+---------+----------+-----------+-----------+------+
| MK Fosh| 668,640|0.913%| 62,840| 143,166| (143,159)| 874,646|1.195%|
+---------+---------+------+---------+----------+-----------+-----------+------+
|PC Matson| 404,889|0.553%| 62,840| 109,478| (119,750)| 577,207|0.788%|
+---------+---------+------+---------+----------+-----------+-----------+------+
| AM| 471,950|0.645%| 62,840| 78,545| (98,252)| 613,335|0.838%|
| Nichols| | | | | | | |
+---------+---------+------+---------+----------+-----------+-----------+------+
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 Bonuses, sales for
Tax and NIC, and, in some cases, on the movement of Shares from the Company?s
Share Incentive Plan (?SIP?) to the director?s Self Invested Personal Pension.
It excludes LTIP awards which are disclosed annually.
3 The directors? SIP interests are disclosed annually and are not
normally included in the reported aggregate beneficial interest.
Employee Benefit Trust holdings
On 4 January 2010 the Trustee notified the Company that there was a net
reduction of 1,352,560 Shares held in the trust following the release of the
Deferred Bonuses and the 2007 Awards (and similar releases to other senior
employees). Following these transactions, the Trustee holds a total of 658,429
Shares, representing 0.899% 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
[HUG#1370104]