Petards Group PLC Notice of GM (2378A)
December 19 2014 - 1:00AM
UK Regulatory
TIDMPEG
RNS Number : 2378A
Petards Group PLC
19 December 2014
19 December 2014
PETARDS GROUP PLC ("Petards" or the "Group")
Notice of General Meeting
Petards, the AIM quoted developer of advanced security and
surveillance systems, has posted to shareholders a circular setting
out certain amendments to the rules of the Petards Group plc
Enterprise Management Incentive and Unapproved Option Plan,
including an increase in the limit on the aggregate number of
ordinary shares over which options may be granted under the
Plan.
Background to and reasons for the proposed amendments to the
rules of the Plan
When the Company acquired Water Hall Group plc ("Water Hall"),
the Company issued Options to certain employees of Water Hall to
replace the options those employees had held over shares in Water
Hall (the "Replacement Options"). There are currently subsisting
Replacement Options over 7.6 per cent of the Ordinary Shares.
Options currently subsist over a total of 7.9 per cent of the
Ordinary Shares ("Subsisting Options"). The Board considers that
the number of Subsisting Options leaves insufficient headroom under
the current Share Option Limit to grant the number of Options as
may be required to incentivise the employees of the Company. The
Board is also mindful that this situation could be exacerbated were
the Company to make further company acquisitions in the future.
Accordingly, the proposed amendments to the rules of the Plan
would exclude the Replacement Options and any options granted in
connection with any company acquisition by the Company in the
future for the purposes of determining the extent to which the
Share Option Limit is reached.
The Board therefore proposes certain amendments to the rules of
the Plan, of which those relating to the alteration of the share
option limits require the approval of Shareholders.
Proposed amendments to the rules of the Plan
It is proposed that the rules of the Plan are amended so that
any Options granted under the Plan:
(a) which have lapsed, been exercised, been forfeited or
released;
(b) which have been satisfied, or which the Board reasonably
considers will be satisfied, by the transfer of existing shares;
and/or
(c) as replacement options (in connection with any company
acquisition by the Company),
are not included for the purposes of determining the extent to
which the Share Option Limit is reached.
In addition, a number of other provisions have been introduced
to enhance compliance with the AIM Rules and to permit increased
flexibility to manage corporate transactions effectively from a
procedural and corporation tax perspective.
A copy of the rules of the Plan showing all of the proposed
amendments referred to above will be available for inspection on
the Company's website, at the above address during normal business
hours until the conclusion of the General Meeting and at the
General Meeting itself.
Notice of General Meeting
A General Meeting to approve the proposed amendments is to be
held at 11.00 a.m. on 7 January 2015 at which the Resolution will
be proposed.
A copy of the circular is available on the Company's
website.
The Definitions which apply in the Circular have been used in
this announcement.
Contacts:
Petards Group plc www.petards.com
Raschid Abdullah, Chairman Mb: 07768 905 004
Andy Wonnacott, Finance Tel: 0191 420 3000
Director
WH Ireland Limited, Nomad www.wh-ireland.co.uk
and Joint Broker
Mike Coe / Ed Allsopp Tel: 0117 945 3470
Hybridan LLP, Joint Broker www.hybridan.com
Claire Louise Noyce Tel: 020 3713 4581
claire.noyce@hybridan.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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