This form is intended for use by an issuer to make a RIS notification required by DR 3.1.4R(1).
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(1) |
An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24. |
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(2) |
An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 and 24. |
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(3) |
An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24. |
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(4) |
An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24. |
Please complete all relevant boxes should in block capital letters.
1. Name of the issuer
SThree plc
2. State whether the notification relates to (i) a transaction notified in accordance with DR 3.1.4R(1)(a); or
(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as extended by section 328) of the Companies Act 1985; or
(iii) both (i) and (ii)
Both
3. Name of person discharging managerial responsibilities/director
Russell Clements, Sunil Wickremeratne, Alex Smith & Gary Elden
4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person
N/A
5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest
N/A
6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares
N/A
7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them
N/A
8. State the nature of the transaction
N/A
9. Number of shares, debentures or financial instruments relating to shares acquired
N/A
10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
N/A
11. Number of shares, debentures or financial instruments relating to shares disposed
N/A
12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
N/A
13. Price per share or value of transaction
N/A
14. Date and place of transaction
N/A
15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
N/A
16. Date issuer informed of transaction
N/A
If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes
17. Date of grant
11 February 2010
18. Period during which or date on which it can be exercised
Awards normally vest three years after date of grant, subject to performance targets being met. To the extent that an award vests it will be capable of exercise at any time from the time at which it vests until the tenth anniversary of the date of grant of the award concerned.
19. Total amount paid (if any) for grant of the option
Nil
20. Description of shares or debentures involved (class and number)
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Russell Clements |
148,797 shares subject to an LTIP Award 10,020 shares subject to an Approved Option 10,020 shares subject to a Funding Option |
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Sunil Wickremeratne |
123,497 shares subject to an LTIP Award 10,020 shares subject to an Approved Option 10,020 shares subject to a Funding Option |
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Alex Smith |
107,915 shares subject to an LTIP Award 10,020 shares subject to an Approved Option 10,020 shares subject to a Funding Option |
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Gary Elden |
110,971 shares subject to an LTIP Award 10,020 shares subject to an Approved Option 10,020 shares subject to a Funding Option |
All references to shares in the above table are references to ordinary shares of 1p each in the capital of the Company.
21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise
The exercise price per share under the Approved Option is £2.9940
The exercise price payable to acquire all the shares under a Funding Award is £1 in aggregate.
The exercise price payable to acquire all the shares under an LTIP Award is £1 in aggregate
22. Total number of shares or debentures over which options held following notification
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Russell Clements |
669,367 shares |
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Sunil Wickremeratne |
564,250 shares |
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Alex Smith |
310,789 shares |
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Gary Elden |
464,310 shares |
23. Any additional information
All of the above awards were made pursuant to the terms of the SThree Long Term Incentive Plan (LTIP).
Usually awards under the LTIP are made as lone LTIP awards which do not require the payment of an exercise price (other than a nominal payment of £1 to exercise the LTIP Award in full) and which have no tax efficiency.
This year the Company has utilised HMRC approved options so as to structure the LTIP awards more tax efficiently for the Company and the individuals. Under this structure, £30,000 worth of shares have been granted under an HMRC approved option ("Approved Option") to each of the individuals referred to in the above table. The Approved Option requires the payment of an exercise price equal to the market value of the shares at the time of grant, whereas an LTIP award does not require this. Consequently in order to ensure that each individual ends up with the same gain as he would have done had a lone LTIP award been granted, the Funding Award (as referred to in the table above) has been granted to each individual. The exercise of the Funding Award will only deliver to the holder such number of shares as shall have a value at exercise equal to the aggregate exercise price necessary to exercise the Approved Option. The exercise of the Funding Award, Approved Option and LTIP Awards set out above, will therefore deliver the same gain to the award holder as would have been the case had he been granted a lone LTIP award over all of the shares that are now subject to his Approved Option and LTIP Award. It is a condition of exercise of the Funding Award that the Approved Option is exercised.
24. Name of contact and telephone number for queries
Sarah Anderson, 0207 292 3879
25. Name and signature of duly authorised officer of issuer responsible for making notification
Steve Hornbuckle, Company Secretary, SThree plc
26. Date of notification
11 February 2010
END