ELE Electric Word

 

TIDMELE 
 
RNS Number : 5450K 
Electric Word PLC 
21 April 2010 
 

 
21 April 2010 
 
                                ELECTRIC WORD PLC 
                       ("Electric Word" or the "Company") 
                                  AGM STATEMENT 
 
 
Electric Word plc, the specialist information publisher, today held its Annual 
General Meeting and all resolutions were duly passed. 
 
Following the meeting, Julian Turner, Chief Executive, said: 
"Electric Word has enjoyed a positive start to 2010 in each of its Professional 
Education, Sport Business and Specialist Consumer operating divisions. Current 
trading for the Group is in line with the Board's expectations and adjusted 
profits are ahead of last year. Our diverse range of niche markets, platforms 
and revenue streams has demonstrated its strength and the Group is well placed 
to continue its strategy of growing through a combination of organic development 
around existing businesses and appropriate acquisition opportunities." 
 
The Board also announces that Emma Rogers, Director, has started a period of 
maternity leave and as a result has decided to step down from the Board today. 
 
As indicated in the Group's Preliminary Results announcement on 16 February 
2010, the 2007 Long-Term Incentive Plan has now ended and a replacement scheme 
has been developed. The new scheme is in two parts to reward the achievement of 
stretching growth targets in both profits and share price. 
 
Under the Profit Growth Plan senior management will be granted new options today 
to acquire shares in the Company at nominal value under a new 2010 Company Share 
Option Plan ("2010 Plan"). The number of shares and the vesting entitlements for 
the new scheme will be subject to performance conditions relating to the growth 
in Adjusted Profits* in the business unit for which the participant is 
responsible over the two years to 30th November 2011 or, in the case of 
Directors, the Group as a whole. Participants will only start to accrue vesting 
rights in these options once profit growth has exceeded certain minimum growth 
thresholds that have been set for each individual business unit and range from 
3% to 8% per annum.  The maximum number of shares that will be available under 
the Profit Growth Plan is 9,650,000, representing 4.1% of the current issued 
share capital, which would require annualised growth in Adjusted Profits* of 
approximately 16% per annum. 
 
The second part of the new scheme will reward significant share price growth in 
the period from 30th November 2009 to April 2014 through a new Joint Share 
Ownership Plan ("JSOP") which the Company now intends to set up.  Participants 
will start to accrue rights under the scheme if share price growth  in the 
period exceeds compound growth of 10% per annum. The maximum dilution allowed 
under the Share Price Growth Scheme will be 10% of the issued share capital, 
which would require annualised compound share price growth over the period of 
45% per annum. 
 
 
By way of example, if Adjusted Profits grow by 12.5%  per annum from November 
30th 2009 to November 30th 2011, and the share price were to increase each year 
by 15% in the period from November 30th 2009 to April 2014, the total number of 
shares issued under the 2010 Plan and the JSOP would be approximately 14 
million, representing dilution of 6% based on the current issued share capital. 
 
Yesterday, prior to the adoption of the 2010 Plan Julian Turner waived his 
options over 5,500,000 shares granted in 2000 and one other member of senior 
management has waived options over 400,000 shares granted in 2004. 
 
The participating Directors' remaining beneficial interests in the Company are 
as follows: 
 
Julian Turner has an interest in 10,110,270 issued shares, representing 4% of 
the issued share capital, options over a further 692,267 shares and a maximum 
total participation in the 2010 Plan and the JSOP of 13,750,000 shares, all of 
which are subject to performance conditions as set out above. Of that total, 
1,800,000 options have today been granted under the 2010 Plan. 
 
Quentin Brocklebank has an interest in 69,268 issued shares, representing less 
than 1% of the issued share capital, options over a further 311,520 shares and a 
maximum participation in the 2010 Scheme of 8,670,000 shares, all of which are 
subject to performance conditions as set out above. Of that total, 1,500,000 
options have today been granted under the 2010 Plan. 
 
 
* The Group's definition of Adjusted Profits is as set out in its Annual Report 
and Accounts: 
Adjusted Profits exclude amortisation and impairment of goodwill and intangible 
assets, exceptional gains and costs (non-trading and of a non-recurring nature), 
the tax impact of the adjusting items, the use of tax losses and tax credits 
from recognition of tax losses, and notional accounting charges. The amount for 
notional accounting charges is not a cash item and encompasses both the 
unwinding of discounts on preference shares (now redeemed) and provisions and 
the charge for share based payment costs. 
- ENDS - 
Enquiries: 
+----------------------------------+------------------+ 
| Julian Turner, Chief Executive,  | 020 7954 3470    | 
| Electric Word                    |                  | 
+----------------------------------+------------------+ 
| Tim Spratt, Financial Dynamics   | 020 7831 3113    | 
+----------------------------------+------------------+ 
| Andrew Potts/Callum Stewart,     | 020 7459 3600    | 
| Panmure Gordon                   |                  | 
+----------------------------------+------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 AGMIBMMTMBJTBJM 
 

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