Approval of share scheme and grant of options


 

TIDMHAR 
 
RNS Number : 7898I 
Harvard International PLC 
18 March 2010 
 

Harvard International plc ("the Company") 
 
APPROVAL OF THE HARVARD INTERNATIONAL PLC 2010 EXECUTIVE SHARE OPTION SCHEME, 
THE GRANTS OF OPTIONS UNDER THE 1996 AND 2010 EXECUTIVE SHARE OPTION SCHEMES AND 
ADJUSTMENT TO OPTIONS GRANTED UNDER THE 1996 SAVINGS-RELATED SHARE OPTION SCHEME 
 
The Board of Harvard International plc, having taken advice from independent 
consultants on current trends in the remuneration policy for Executive Directors 
has approved the rules of the Harvard International plc 2010 Executive Share 
Option Scheme ("the 2010 Scheme"). 
 
On 17 March 2010, Michael Ashley, a director of the Company received notice from 
the Company that he had been granted an option over 1,500,000 Ordinary Shares of 
10p each in the Company under the 2010 Scheme at an exercise price of 50p per 
share. 
 
On 17 March 2010, Colin Raymond Grimsdell, a director of the Company received 
notices from the Company that he had been granted an option over 60,000 Ordinary 
Shares of 10p each in the Company under the 1996 Executive Share Option Scheme 
at an exercise price of 50p per share and an option over 1,140,000 Ordinary 
Shares of 10p each in the Company under the 2010 Scheme at an exercise price of 
50p per share. 
 
These options are subject to the following performance conditions:- 
 
THE PRIMARY PERFORMANCE CONDITION 
The Primary Performance Condition is that the End Share Price Average must at 
least equal 75p. 
As soon as reasonably practicable after the end of the Performance Period, the 
Committee will determine (i) the End Share Price Average and (ii) subject to the 
satisfaction of the Performance Condition Underpin, the number of Shares (if 
any) in respect of which the Option may Vest, in accordance with the following 
table: 
+---------+----------+ 
|         |  %  of   | 
|  End    |  Option  | 
|  Share  | Vesting  | 
|  Price  |          | 
|Average  |          | 
|         |          | 
+---------+----------+ 
|         |          | 
|  75p    |   25%    | 
|         |          | 
+---------+----------+ 
|         |          | 
|Between  |  25% to  | 
|75p and  |   50%    | 
|  100p   |pro-rata  | 
|         |          | 
+---------+----------+ 
|         |          | 
|  100p   |   50%    | 
|         |          | 
+---------+----------+ 
|         |          | 
|Between  |  50% to  | 
|  100p   |  100%    | 
|  and    |pro-rata  | 
|  150p   |          | 
|         |          | 
+---------+----------+ 
|         |          | 
|  150p   |  100%    | 
|   or    |          | 
|  more   |          | 
+---------+----------+ 
PERFORMANCE CONDITION UNDERPIN 
 Regardless of the absolute End Share Price Average, no part of an Option may 
Vest unless the Committee is satisfied that the End Share Price Average is 
reflective of the relative financial performance of the Company over the 
Performance Period. In considering this, the Committee shall have regard to the 
percentage increase in the Company's Share price over the Performance Period, 
compared with the percentage increase in the Small Cap Index over that period. 
For this purpose: 
(a)           the percentage increase in the Company's share price shall be 
calculated by comparing the End Share Price Average to the Initial Share Price 
Average; and 
(b)           the percentage increase in the Small Cap Index shall be calculated 
by comparing the End Small Cap Index Average to the Initial Small Cap Index 
Average. 
Definitions: 
 
"Performance Period"                          the period of three years 
commencing with the Grant Date. 
"End Share Price Average"                means the result of taking the sum of 
the Share Price reported for each dealing day within the three month period 
immediately preceding the end of the Performance Period and dividing such sum by 
the number of dealing days in that period. 
 "Initial Share Price Average"            means the result of taking the sum of 
the Share Price reported for each dealing day within the three month period 
immediately preceding the Performance Period and dividing such sum by the number 
of dealing days in that period. 
"End Small Cap Index Average"        means the result of taking the sum of the 
Small Cap Index reported for each dealing day within the three month period 
immediately preceding the end of the Performance Period and dividing such sum by 
the number of dealing days in that period. 
"Initial Small Cap Index Average"     means the result of taking the sum of the 
Small Cap Index reported for each dealing day within the three month period 
immediately preceding the Performance Period and dividing such sum by the number 
of dealing days in that period. 
 
 
The Remuneration Committee was particularly conscious that its decision to grant 
options at this level was exceptional and acknowledged that it represented an 
initial grant in order to incentivise the Executive Directors in reaching their 
three year objectives and that as such they would not be entitled to any further 
grants under either the 1996 or 2010 Scheme during the next three years. 
 
 
On 17 March 2010, Michael Ashley received notice that as a result of a return of 
cash of 30p per Ordinary Share paid to shareholders in January 2009, HM Revenue 
& Customs has agreed to the following adjustment to the exercise price and 
number of options granted under the 1996 Savings-Related Share Option Scheme as 
set out below. 
 
+-----------+------------+------------+-------------+-------------+ 
| Date of   | Exercise   | Exercise   | Number of   | Number of   | 
| Grant     | price      | Price      | shares      | shares      | 
|           | prior to   | following  | granted     | under       | 
|           | the        | the        |             | option      | 
|           | adjustment | adjustment |             | following   | 
|           |            |            |             | the         | 
|           |            |            |             | adjustment  | 
+-----------+------------+------------+-------------+-------------+ 
| 29.01.08  | 62.4p      | 42.2529p   | 15,384      | 22,719      | 
|           |            |            |             |             | 
+-----------+------------+------------+-------------+-------------+ 
 
 
Michael Ashley continues to have a beneficial interest in Executive Share 
Options over 14,767 and 147,682 Ordinary Shares in the Company at an option 
price of 252.57p and 49.6p respectively. 
 
JOHN MALIN 
Company Secretary 
 
020 8238 7650 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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