The independent trustee (the "Trustee") of the
Under the terms of the LTIP, Awards would normally vest on the third anniversary of their date of grant subject to the satisfaction of conditions relating to the performance of the Company over the three financial years to which an award relates (the "Performance Period").
Upon vesting, Awards are subject to a holding period of a further two years. During the holding period restrictions will apply to the sale or other disposal of the shares.
During the holding period, the Awards will be subject to the malus provisions of the LTIP rules (the "Rules") which would allow for forfeiture of all of the shares or a reduction in the number released in circumstances as set out in the Rules.
The Awards will be exercisable based on two performance measures. 60% of the Shares under Award depend on the satisfaction of an Absolute TSR Condition. 40% of the Shares under Award depend on the satisfaction of a Net Cash Flow Condition
Under the Absolute TSR condition:
· An Award will be exercisable over 0% of the Absolute TSR Shares if the Company's share price is 225p or below.
· An Award will be exercisable over 100% of the Absolute TSR Shares if the Company's share price is 300p or above; and
If the Company's share price is between 225p and 300p, the number of Shares over which the Award will be exercisable will be determined by straight-line interpolation between these two points.
Whether a target share price has been achieved will be determined by reference to the Company's volume-weighted average share price over the final quarter of the Performance Period.
In addition, for an Award to become exercisable over the TSR Award Shares:
· the growth in the Company's 3 year TSR must exceed that of the FTSE All-Share Index over the Performance Period; and
· the Remuneration Committee must be satisfied that the Company's share price performance is a genuine reflection of the underlying business performance of the Company over the Performance Period. When assessing whether they are satisfied that the Company's share price performance is a genuine reflection of the Company's business performance the Remuneration Committee will take into account factors including revenues, free cash flow, and change in net debt over the period. The Committee will be guided in its assessment by a review of performance against these metrics, based on the audited results, which it will undertake prior to vesting. The Committee will consider both a quantitative and qualitative analysis of the performance and will take account of any relevant internal and external factors to help ensure that unexpected events during the period are considered properly.
Under the Net Cash Flow Condition:
• An Award will be exercisable over 0% of the Net Cash Flow Shares if the cumulative adjusted Net Cash Flow for the whole of the Performance Period is at or below
• An Award will be exercisable over 100% of the Net Cash Flow Shares if the cumulative adjusted Net Cash Flow for the whole of the Performance Period reaches or exceeds
If the Company's cumulative Adjusted Net Cash Flow for the whole of the Performance Period is between
Adjusted Net Cash Flow is defined as the net cash flows generated by the business before the payment of dividends, and before any cash outflows in relation to items that have been treated as non-recurring in the financial statements.
In assessing the Adjusted Net Cash Flow, the Remuneration Committee may, if appropriate in exceptional circumstances include or exclude other payments, for example, pension payments over and above the agreed funding plan to better reflect underlying business performance.
The Remuneration Committee may adjust the Net Cash Flow Condition as it considers appropriate including but not limited to where the Company or Group has bought or sold businesses or companies to maintain the same level of difficulty and the Remuneration Committee may adjust for unbudgeted items which are wholly outside management control.
The total exercise price payable on any exercise of a LTIP award is
The following new LTIP awards were made:
Number of Shares
The base price for calculating the level of award was 1.895p, the average market closing price on between 10 and