Anpario plc
("Anpario", the "Group" or the "Company")
Award of Options
and
Director/PDMR Shareholding
Anpario (AIM:ANP), the independent manufacturer of natural sustainable animal feed additives for health, nutrition and biosecurity, announces that, on 2 February 2024, it granted awards under the Company Share Option Plan ("CSOP") and the Joint Share Ownership Plan ("JSOP") over ordinary shares of 23p each in the Company ("Ordinary Shares").
CSOP Options
Awards have been granted under the CSOP scheme over a total of 148,569 Ordinary Shares to participating Executive Directors, as well as members of the Executive Management team and other key management. The exercise price of the CSOP options is 262.5 pence each, being the mid-market closing price per Ordinary Share on 1 February 2024 ("Closing Price"). The award will become vested upon the individual remaining with the Company for a minimum period of 3 years, there are no performance conditions.
As part of the CSOP option grant, awards were made to the following directors:
| Director | CSOP Options over Ordinary Shares |
| Richard Edwards, Chief Executive Officer | 22,857 |
| Marc Wilson, Group Finance Director | 22,857 |
JSOP Award
In addition, on 2 February 2022, the Company allotted a total of 250,000 new Ordinary Shares to Marc Wilson, Group Finance Director pursuant to The Anpario plc Employees' JSOP (the "Plan"). The Ordinary Shares have been issued at a subscription price of 262.5 pence each, being the Closing Price.
The Ordinary Shares have been issued into the respective joint beneficial ownership of (i) Mr. Wilson and (ii) the trustee of the Trust upon and subject to the terms of joint ownership agreements ("JOAs") respectively entered into between Mr. Wilson, the Company and the Trustee. The subscription price has been paid by the Trust out of funds advanced to it by the Company.
The terms of the JOAs provide, inter alia, that if jointly owned Ordinary Shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that Mr. Wilson receives an amount equal to any growth in the market value of the jointly owned Ordinary Shares above the initial market value of 262.5 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 Mr. Wilson remains with the Company for a minimum period of 3 years, there are no performance conditions.
Effect of the transactions
Under the Company's long-term incentive plans the rights of the participating Directors in the above transactions to acquire Ordinary Shares before and after the above transactions are:
| Director | Award plan | Exercise price | Interests prior to | New interests | Interests following |
| Richard Edwards | EMI | 290.00 | 42,400 | - | 42,400 |
| | JSOP1 | 329.15 | 609,781 | - | 609,781 |
| | JSOP1 | 278.08 | 740,219 | - | 740,219 |
| | SAYE | 322.72 | 5,577 | - | 5,577 |
| | CSOP | 262.50 | - | 22,857 | 22,857 |
| Marc Wilson | JSOP1 | 374.55 | 20,000 | - | 20,000 |
| | SAYE | 322.72 | 5,577 | - | 5,577 |
| | JSOP1 | 703.70 | 50,000 | - | 50,000 |
| | JSOP1 | 618.58 | 300,000 | - | 300,000 |
| | PSP2 | nil | 26,168 | - | 26,168 |
| | JSOP1 | 297.94 | - | 250,000 | 250,000 |
| | CSOP | 262.50 | - | 22,857 | 22,857 |
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.
Dilution Limit Policy
As previously announced by the Company on 7 June 2023, the Company adopted a policy on dilution limits, in which whilst the potential dilution limit (including all share awards granted under the Company's employee share incentive plans) was increased to 20 per cent., this potential dilution limit was expected to reduce by 2026 to 15 per cent. of the ordinary share capital of the Company viewed over a 10-year rolling period (the "Dilution Limit Policy").
Following the admission of the 250,000 Ordinary Shares then the actual potential dilution will be 19.9 per cent on the basis described above, and as such is in line with the current Dilution Limit Policy.
Admission
An application has been made to the London Stock Exchange plc for the admission to trading on AIM of 250,000 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 8 February 2024 ("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 20,313,131 Ordinary Shares. Therefore, the total number of voting rights in the Company will be 20,313,131 which may be used by Shareholders as the denominator in the calculations by which they may determine if they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries
| Anpario plc | |
| Richard Edwards, Chief Executive Officer | +44(0)7776 417 129 |
| Karen Prior, Corporate Responsibility Director & Company Secretary | +44(0)1909 537 380 |
| Marc Wilson, Group Finance Director | +44(0)1909 537 380 |
| | |
| Shore Capital |
|
| (Nominated Adviser and Broker) | +44 (0) 20 7408 4090 |
| Stephane Auton | Corporate Advisory |
| David Coaten | |
| Tom Knibbs | |
| Henry Willcocks | Corporate Broking |
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 | Richard Edwards | ||||
2 | Reason for the notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| 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 CSOP options | ||||
| c) | Price(s) and volume(s)
|
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| d) | Aggregated information
|
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| e) | Date of the transaction | 2 February 2024 | ||||
| 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 | Grant of CSOP options | ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
|
| ||||
| e) | Date of the transaction | 2 February 2024 | ||||
| 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 | 2 February 2024 | ||||
| f) | Place of the transaction | London Stock Exchange (XLON), AIM | ||||
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