TIDMDLD 
 
RNS Number : 3680Y 
Deutsche Land Plc 
02 September 2009 
 
? 
 
 
 
 
Deutsche Land Plc 
("Deutsche Land" or the "Company") 
 
 
Completion of Internalisation 
 
 
Following the Company's previous announcements in relation to the proposed 
internalisation of the Company's external manager, Deutsche Land Management LLP 
(the "Manager"), the board of Deutsche Land is pleased to announce 
that the internalisation of the Manager (the "Internalisation") has been 
completed. 
 
 
The Board believes that Internalisation is an important strategic development 
for the Company and that the key benefits include: 
 
 
  *  a more streamlined management structure and simplified decision-making process, 
  allowing the Company to operate more efficiently; 
 
  *  greater cost transparency; and 
 
  *  better alignment of interests between Deutsche Land's shareholders and senior 
  management. 
 
 
 
The first stage of the Internalisation was taken in January 2009 when the Group 
acquired a 31 per cent stake in the Manager from one of its founders following 
his departure from the Manager in 2008.  The second and final stage involved the 
acquisition by a wholly owned Group company of the business and assets of the 
Manager such that the Group's assets are now managed by the Group company. 
 
 
As a result of Internalisation, David Maxwell, the other founder of the Manager 
and the Group's Chief Executive Officer, and the employees of the Manager have 
become employees of the Group. Details of Mr Maxwell's service contract are set 
out below. In addition, as part of the Internalisation process a long term 
incentive plan and senior management bonus scheme have been adopted by the 
Group, overseen by a newly constituted Remuneration Committee comprised of 
senior independent directors and chaired by Christopher Pemberton. The long term 
incentive scheme consists of an award of deferred shares and options which vest 
after three years based on achievement of predefined total shareholder return 
hurdles. 
 
 
The consideration payable of GBP2,165,382 will result in David Maxwell receiving 
15 million new shares in the Company (issued at 12 pence per share), 
representing approximately 4.5 per cent of the Company's enlarged share capital 
after the issue, plus a cash payment of GBP324,000 (EUR373,000). Following the 
issue of these shares, David Maxwell will own 16,774,776 shares in the Company, 
representing approximately 5.0 per cent of the Company's enlarged share capital. 
 
 
The Company will apply for these shares to be admitted to AIM and they are 
expected to be admitted on or about 4 September 2009. Following such issue, the 
Company will have 332,506,511 shares in issue. 
 
 
As part of the Internalisation, DL Plc has agreed with Deutsche Land Real Estate 
BV ("DREB"), a company partly owned by David Maxwell, transactions having the 
following effect: 
  *  the removal of DREB's entitlement to the Manager's incentive fee; 
  *  an increase in the Group's effective equity interest in Main Airport Centre 
  ("MAC") from 94% to 99.64%; and 
  *  waiver of repayment ("the Waiver") of the bonds issued by DREB to the Company to 
  fund DREB's original interest in MAC. The bonds, together with accrued interest, 
  had a principal value of EUR2,325,000 and have been written down to zero in the 
  Group's consolidated balance sheet as at 30 June 2009. 
 
 
 
These transactions are expected to have no net impact on the Group's profit or 
cash flow. 
 
As David Maxwell is a Director of the Company, the Internalisation and the 
Waiver are classified as related party transactions for the purposes of the AIM 
Rules.  The Directors of the Company, other than David Maxwell, having consulted 
with Matrix Corporate Capital LLP, the Company's nominated adviser, consider the 
Waiver and the amount of the consideration to be paid to the Manager pursuant to 
the Internalisation are fair and reasonable insofar as the Company's 
shareholders are concerned. 
 
 
Commenting on the Internalisation, Stephen Dickinson, Chairman of Deutsche Land, 
said: 
 
 
"We are delighted to announce the Internalisation of our external property 
manager and believe that this will add real value to the shareholders of 
Deutsche Land Plc, both in terms of increased efficiency from a more streamlined 
management structure and from the better alignment of interests between 
Shareholders and senior management". 
 
 
 
 
 
 
+--------------------------------------------+---------------------+ 
| Deutsche Land plc                          |                     | 
+--------------------------------------------+---------------------+ 
| Stephen Dickinson (Chairman)               |     +44 (0) 20 7647 | 
| David Maxwell (Chief Executive)            |                9670 | 
+--------------------------------------------+---------------------+ 
|                                            |                     | 
+--------------------------------------------+---------------------+ 
| SP Angel Corporate Finance LLP             |                     | 
+--------------------------------------------+---------------------+ 
| John Mackay                                |     +44 (0) 20 7646 | 
|                                            |                9650 | 
+--------------------------------------------+---------------------+ 
| Robert Wooldridge                          |                     | 
+--------------------------------------------+---------------------+ 
|                                            |                     | 
+--------------------------------------------+---------------------+ 
| Matrix Corporate Capital LLP               |                     | 
+--------------------------------------------+---------------------+ 
| Stephen Mischler                           |     +44 (0) 20 3206 | 
|                                            |                7000 | 
+--------------------------------------------+---------------------+ 
|                                            |                     | 
+--------------------------------------------+---------------------+ 
| Citigate Dewe Rogerson                     |                     | 
+--------------------------------------------+---------------------+ 
| George Cazenove                            |     +44 (0) 20 7638 | 
| Hannah Seward                              |                9571 | 
+--------------------------------------------+---------------------+ 
 
 
 
 
 
 
 
 
SUMMARY OF THE MATERIAL CONTRACTS ENTERED INTO IN RELATION TO THE 
INTERNALISATION 
The following contracts, not being contracts entered into in the ordinary course 
of business, have been entered into by the Company or its subsidiaries in 
connection with the Internalisation and are, or may be, material: 
Agreement for the transfer of the business and assets of Deutsche Land 
Management LLP 
An agreement for the transfer of the business and assets of Deutsche Land 
Management LLP (the "Business Transfer Agreement") dated 1 September2009 between 
(1) Deutsche Land Management LLP ("Seller"), (2) Deutsche Land Management 
Limited ("Buyer") and (3) David Maxwell, pursuant to which the Seller agrees to 
sell and the Buyer agrees to buy the business and certain assets of Deutsche 
Land Management LLP (including the shares of Deutsche Land Property Management 
GmbH). 
The Seller agrees to sell the assets free from all encumbrances and with full 
title guarantee. Liabilities are expressly excluded from the sale and purchase 
of the business and the assets and accordingly the Seller will remain liable for 
the liabilities. The consideration is GBP2,165,382, comprising (1) 
GBP2,124,000 for the Investment Management Agreement and the other intangible 
assets, (2) GBP19,676 for the fixed assets and (3) GBP21,706 for the Deutsche 
Land Property Management GmbH shares. All payments are exclusive of VAT and the 
agreement contains a grossing-up provision. 
The Business Transfer Agreement includes certain limited warranties from David 
Maxwell. Liability of David Maxwell for warranty claims is capped at the amount 
of the purchase price. 
Subscription and Orderly Market Agreement 
This agreement dated 1 September 2009 is made between (1) David Maxwell, (2) 
S.P. Angel Corporate Finance LLP, (3) Matrix Corporate Capital LLP, (4) Deutsche 
Land Management LLP (the "Manager") and (5) Deutsche Land PLC (the "Company"). 
The agreement acknowledges that the capital profits of the Manager which arise 
as a consequence of the sale provided for in the Business Transfer Agreement 
belong to David Maxwell. David Maxwell has agreed to use the majority of these 
anticipated capital profits to fund his subscription for 15,000,000 new ordinary 
shares in the Company (the "Subscription Shares") at 12p per share (the 
"Subscription Price"). 
David Maxwell directs the Manager to pay an amount equal to the Subscription 
Price multiplied by the number of Subscription Shares (the "Subscription 
Amount") to the Company at Completion, which the Manager has agreed to do. 
Completion shall only occur if the Manager pays up the Subscription Amount in 
full and all of the Subscription Shares are allotted and issued simultaneously. 
Completion of the Subscription is conditional upon the release of a press 
announcement, the allotment of the Subscription Shares and the admission of the 
Subscription Shares to trading on AIM taking place no later than 30 September 
2009. Provided David Maxwell remains an employee or a director of the Company, 
he undertakes that he will not, for a period of three years from admission of 
the Subscription Shares transfer, sell, deal or enter into any other agreement 
otherwise to do the same in respect of the ownership of the Subscription Shares. 
The undertaking not to deal will not apply to: 
(a)  either the provision of an irrevocable undertaking to accept, or to the 
acceptance of, or to the 
 


sale or transfer pursuant to an acceptance

of, a general offer made to all holders of the same 
 


class of

shares in the Company as the Subscription Shares (or to all such shareholders 
other 
 


than the offeror and/or any body corporate controlled by the

offeror and/or any persons acting in 
 


concert with the offeror

(within the meaning of the Code)) to acquire the whole or any part of the 
 
     issued share capital of the Company; 
(b)  any scheme of arrangement under section 152 of the Isle of Man Companies 
Act 1931 
 


providing for the acquisition to any person (or group of

persons acting in concert) of more than 
 


50 per cent. of the issued

Shares of the Company; 
(c)  any compromise or any scheme of reconstruction under section 222 of the 
Isle of Man 
 


Companies Act 1931 in relation to the Company;

(d) the disposal or agreement to dispose of any Subscription Shares to the 
Company made 
 


pursuant to an offer by the Company to purchase its own

Shares which is made on identical 
 


terms to all holders of Shares and

otherwise complies with the AIM Rules and the rules of the 
 


London

Stock Exchange from time to time; 
(e) the disposal or agreement to dispose of any Subscription Shares to a third 
party which has been 
 


made solely in order to fund a claim for breach

of warranty under the Business Transfer 
 


Agreement; or

(f)  any encumbrance created over any of the Subscription Shares, provided that 
the beneficiary of 
 


such encumbrance agrees to retain its entire

interest in any Subscription Shares it acquires 
 


pursuant to such

pledge and it will not during the Restricted Period, directly or indirectly, 
transfer, 
 


sell, dispose of or otherwise encumber, or enter into any

agreement to do the same, in respect of 
 


the legal or beneficial

ownership of, or any other interest in, such Subscription Shares other than 
 
 


as permitted by the above provisions.

David Maxwell Service Agreement 
David Maxwell has entered into a service agreement with Deutsche Land Management 
Limited ("DLM"), a wholly owned subsidiary of the Company, dated 1 September 
2009.  Pursuant to the new service agreement Mr. Maxwell is appointed Chief 
Executive and a Director of DLM. The contract is for an initial fixed term 
expiring on 30 April 2011 (the Initial Period) and continues thereafter unless 
or until terminated by either party giving to the other not less than 12 months 
notice in writing, provided that such notice cannot expire before the end of the 
Initial Period. 
DLM has the right to terminate the contract with immediate effect by paying in 
lieu of notice a sum equivalent to the basic salary and contractual benefits, 
including any amounts due to Mr. Maxwell under the Group's bonus scheme and 
long-term incentive plan for the remainder of the Initial Period or the 
unexpired period of his 12 month notice period (as appropriate).  DLM has the 
express contractual right to place Mr. Maxwell on garden leave for the first 6 
months of his notice period. Mr. Maxwell's employment automatically terminates 
should DL Plc remove or fail to re-elect him as a director of DL Plc or he be 
obliged to retire by rotation or otherwise. Mr. Maxwell's employment is also 
subject to termination if there is a change of control of the Company (as 
defined in the City Code on Takeovers and Mergers). In the event of a change of 
control, other than to Black Sea Global Properties Group, Mr. Maxwell is 
entitled to be paid a lump sum equivalent to 12 months' gross basic salary plus 
any entitlement under the rules of the bonus scheme and long-term incentive 
plan. 
The contract provides for an initial annual salary of GBP250,000 per annum. 
Thereafter, the salary is subject to an annual review each year and may be 
amended (upwards only), subject to the prior written approval of DL Plc. Other 
benefits provided are private health insurance and permanent health insurance, 
contractual sick pay equivalent to basic salary for a maximum of 3 months in any 
period of 12 months and the reimbursement of expenses wholly, properly and 
necessarily incurred by Mr. Maxwell in the performance of his duties. No 
provision for retirement or death in service benefits have been made by DLM for 
Mr. Maxwell. Mr. Maxwell is entitled to 25 days' paid holiday per annum in 
addition to the eight statutory holidays. Further, Mr. Maxwell will be entitled 
to participate in the bonus scheme and long-term incentive plan established by 
the Group, subject to the rules of each. 
The contract contains two restrictive covenants which will remain in force for a 
period of six months following the termination of employment. Pursuant to the 
first restrictive covenant, Mr. Maxwell is prohibited from competing with 
any Group Company, or dealing with any tenant, prospective tenant, investor or 
prospective investor with whom he had material personal dealings whilst employed 
by the Company, or employing or engaging any person employed and engaged by 
any Group Company during the period of 12 months ending on Mr. Maxwell's 
termination date who is likely to be in possession of any trade secrets or 
confidential information of the Group, in connection with any activities or 
services carried out by any Group Company. Pursuant to the second restrictive 
covenant, Mr. Maxwell is prohibited from, in competition with any Group Company, 
soliciting away from any Group Company any tenant, prospective tenant, investor 
or prospective investor with whom he had material personal dealings whilst 
employed by the Company, or any employee of the Company or any Group Company who 
was under his supervision, or any tenant, prospective tenant, investor or 
prospective investor for whom Mr. Maxwell was responsible in a relationship 
management capacity on behalf of the Company or any Group Company. Mr. Maxwell 
is also restricted, for a period of six months from his termination date, from 
soliciting any employee employed by the Company or any Group Company at the 
level of director or manager with whom he had material contact or dealings 
during the course of his employment to cease working for or providing services 
to the Company. 
Deutsche Land plc Bonus Plan and Deutsche Land plc Long-Term Incentive Plan 
Introduction 
The main terms of the Deutsche Land plc Bonus Plan (the "Bonus Plan") and the 
Deutsche Land plc Long-Term Incentive Plan (the "LTIP") (together the "Plans") 
are summarised below in sections A and B respectively and the features common to 
both of the Plans are set out in section C. 
The Plans are to be administered and operated by the remuneration committee of 
the board of directors of the Company (the "Remuneration Committee"). 
A    Bonus Plan 
1.2   Key Features 
The Bonus Plan is designed to operate in conjunction with the annual bonus 
arrangements operated by the Company. 
       The Bonus Plan comprises two main elements: 
             (a)   the payment of an annual cash bonus; and 
             (b)   the deferral of annual cash bonus into a conditional award 
over shares in the Company 
 


("Shares").

The total amount of any annual bonus award which may be made under the Bonus 
Plan (whether paid in cash and/or deferred) shall be no more than 125% of an 
employee's basic salary. 
1.3  Cash Bonus 
The payment of annual cash bonuses under the Bonus Plan is at the absolute 
discretion of the Remuneration Committee. 
The amount of any annual cash bonus is determined by the Remuneration Committee 
against predetermined targets, objectives, standards of behaviour and the 
performance of the Company and the Remuneration Committee reserves the right to 
amend these factors at any time. 
No employee shall become entitled to receive a cash bonus of more than 75% of 
his basic salary (or 60% of his total bonus award) unless otherwise determined 
by the Remuneration Committee in its discretion. 
1.4  Bonus deferral 
The Remuneration Committee may at its absolute discretion invite or require an 
employee of the Company to elect or defer the percentage (if any) of such 
employee's bonus award which is not paid in cash into a conditional award of 
Shares (a "Deferred Award"). 
The number of Shares subject to a Deferred Award is calculated by reference to 
the amount of bonus award which is deferred and the market price of a Share on 
the date of such deferral. 
No employee is entitled to defer more than 50% of his basic salary (or 40% of 
his total bonus award) into a conditional award of Shares. 
In normal circumstances, a Deferred Award vests with respect to one-third of the 
award Shares on or around each of the first three anniversaries of the date of 
grant of the award. 
1.5  Cessation of employment 
If the participant's employment ceases due to death, injury, ill-health, 
disability, redundancy, retirement or on a sale of the participant's business or 
employing subsidiary out of the group or for any other reason specifically 
permitted by the Remuneration Committee, such participant's Deferred Award vests 
in full (to the extent that it has not already vested) shortly following such 
cessation. 
If a participant's employment ceases for any other reason, his Deferred Award 
immediately lapses in full on his cessation. 
1.6  Takeover, Change of Control and Winding-Up 
In the event of a takeover, change of control or winding up, Deferred Awards 
vests in full (to the extent that they have not already vested). 
B    LTIP 
1.7  Key Features 
The LTIP provides benefits in the form of free Shares subject to challenging 
performance conditions. Awards under the LTIP may be structured as either 
conditional awards which are capable of vesting on a pre-determined date 
("Performance Share Awards") or options exercisable over a fixed period 
("Options") (together "LTIP Awards"). 
A participant may, within one month of the grant of an Option, exchange that 
Option (in whole or in part) for a Performance Share Award over such number of 
Shares as is equal to 25% of the number of Shares under Option that the 
participant has elected to exchange. 
       Unless stated otherwise, the same terms apply to Performance Share Awards 
and Options. 
1.8  Individual Limit 
Performance Share Awards may be granted over Shares with an aggregate value 
(measured at the time of grant) of  not more than fifty per cent. (50%) of a 
participant's basic salary. AND 
Market value Options may be granted over Shares with an aggregate value 
(measured at the time of grant) of not more than one hundred and twenty five per 
cent. (125%) of a participant's basic salary. 
However, in exceptional circumstances, these limits may be exceeded but grant 
levels will be subject to acceptable market practice. 
       The value of a Share for the purposes of LTIP Awards granted in 2009 
shall be GBP0.12. 
1.9   Exercise or Vesting of Options and Performance Share Awards 
Options may be exercised and Performance Share Awards vest subject to the 
following conditions: 
              (a)   the award holder remaining in service with the group for 
such service period as the 
 


Remuneration Committee

shall determine being not less than 3 years from the date of 
 
      grant; and 
              (b)  satisfaction of appropriate and challenging performance 
condition determined by 
 


the Remuneration Committee,

having regard to market practice within the Company's 
 
business sector and relating to the overall performance of the Company. 
Options lapse on or prior to the tenth anniversary of grant to the extent 
unexercised. 
1.10 Performance Condition 
The Remuneration Committee has determined that Performance Share Awards granted 
during the first financial year of commencement of the LTIP will vest subject to 
the achievement of a performance condition relating to growth in total 
shareholder return (TSR) over the three year period from the date of grant. 
TSR means total value of dividend income (including the value of any associated 
United Kingdom tax credit) and share price movements relating to a Share, 
measured in Euros over the three year performance period and expressed as a 
percentage of the Share price at the commencement of that period. 
The performance condition provides for the Performance Share Award to vest or 
the Option to become exercisable (as the case may be) as follows: 
+-------------------------------------+--------------------------------------+------------------------------------+ 
|        Cumulative TSR growth        |      Compound TSR                    |      Percentage of                 | 
|      per year during the TSR        |      growth during                   |      Shares subject                | 
|         Performance Period          |      the TSR                         |      to Award which                | 
|                                     |      Performance                     |      may be acquired               | 
|                                     |      Period                          |                                    | 
+-------------------------------------+--------------------------------------+------------------------------------+ 
|                                12%  |                              40.49%  |                              100%  | 
|                                or   |                                or    |                                    | 
|                              above  |                               above  |                                    | 
+-------------------------------------+--------------------------------------+------------------------------------+ 
|                                6%   |                              19.10%  |                               25%  | 
+-------------------------------------+--------------------------------------+------------------------------------+ 
|                              below  |                               below  |                                0%  | 
|                                6%   |                              19.10%  |                                    | 
+-------------------------------------+--------------------------------------+------------------------------------+ 
 
 
The number of Shares which vest or may be acquired on TSR growth per year during 
the three year performance period above 6% but below 12% are determined on a 
straight-line interpolation between the relevant percentages. 
The Remuneration Committee, acting reasonably, may adopt such calculation 
methods and policies for determining whether any part of the Performance 
Condition has been met as it determines in its absolute discretion to be 
appropriate. 
Notwithstanding that the performance condition is met, no LTIP Award vests or 
becomes exercisable (as the case may be) unless the Remuneration Committee is 
satisfied that the performance achieved is a genuine reflection of the 
underlying financial performance of the Group. 
For future LTIP Awards, the Remuneration Committee will review whether this 
performance condition remains appropriate and challenging taking into account 
for example the industry's outlook and shareholders' interests. The Remuneration 
Committee may adopt a revised condition, but one which will be no less 
demanding. 
No performance condition may subsequently be varied or waived unless an event 
occurs which causes the Remuneration Committee to determine that such 
performance condition has become unfair, impractical or ceased to be appropriate 
whereupon the Remuneration Committee may in its absolute discretion vary or 
replace such performance condition so that any new performance condition imposed 
or any variation is in its opinion fair, reasonable and no more or less 
difficult to abide by or satisfy as when it was originally imposed or last 
amended. 
1.11 Cessation of employment 
If the participant's employment ceases due to death, injury, ill-health, 
disability, redundancy, retirement or on a sale of the participant's business or 
employing subsidiary out of the group or for any other reason specifically 
permitted by the Remuneration Committee (other than where a participant joins a 
competitor), such participant's LTIP Award vests or becomes exercisable (as the 
case may be) provided that the number of Shares which vest or may be acquired on 
exercise are determined by applying that the performance condition at the time 
of such cessation. 
If a participant's employment with the group ceases for any other reason, his 
LTIP Award immediately lapses in full on his cessation. 
1.12 Takeover, Change of Control and Winding-Up 
In the event of a takeover, change of control or winding up, Options become 
exercisable and Performance Share Awards vest provided that the number of Shares 
which vest or may be acquired on exercise is determined by applying that the 
performance condition at that time. 
C    Provisions Applicable to the Bonus Plan and the LTIP 
The following terms are applicable to Deferred Awards under the Deferred Bonus 
Plan and the LTIP Awards (together the "Awards"). 
1.13 Eligibility 
Employees and executive directors of the group will be eligible but not entitled 
to participate in, and be granted Awards under, the Plans. Participation will be 
at the Remuneration Committee's discretion. 
1.14 Grant 
         No payment is required for the grant of an Award. 
         Awards will not be granted at a time when dealings in Shares are 
prohibited. 
          No Awards may be granted after the tenth anniversary of adoption of 
the Plans. 
1.15 Plan Limits 
 Awards may be satisfied by the allotment or transfer of existing Shares or by 
the issue of 
  treasury shares. 
At any time, in the case of each Plan, the total number of Shares which have 
been issued or remain issuable pursuant to the Plan and options and awards 
granted in the previous ten years under all employees' share schemes established 
by the Company may not exceed ten per cent. (10%) of the Shares in issue at that 
time. 
For the purposes of the above limits, treasury shares will be treated as issued 
and Shares which are the subject of lapsed options or awards or long-term share 
awards granted prior to the admission of Shares to trading on AIM, shall be 
excluded. 
1.16 Distributions 
The number of Shares subject to an Award may be increased to reflect any 
distributions (including dividends) by the Company from the date of grant and 
until the Shares are delivered. The number of additional Shares will reflect the 
net distribution which would have been received by the participant if he had 
been the owner of the Shares subject to the Award to the extent such Shares 
vest. 
The Remuneration Committee may also determine that, in the case of an Option, if 
a distribution of a capital, rather than revenue, nature (as determined by the 
Remuneration Committee in its discretion) arises, the exercise price of such 
Option shall be reduced on a proportional basis by reference to the amount by 
which the net assets of the Company are or were reduced pursuant to such 
distribution. 
Further, if a Distribution arises as a direct result of a disposal of at least 
67% of the assets of the group (or such lower percentage as may be determined by 
the Remuneration Committee at its absolute discretion) to any unrelated person 
in a single transaction or a series or related transactions (being a 
"Substantial Asset Disposal"), instead of (or in addition to, at the discretion 
of the Remuneration Committee): 
                   (a)   increasing the number of Shares subject to an Award; or 
                   (b)   reducing the Exercise Price of an Option, 
participants shall be granted an additional award, a ("Distribution Award") with 
a maximum value equal to the total distribution that the participant would have 
received had he been the holder of the Shares comprised in the Awards. Such 
Distribution Award shall be settled in the same consideration that was payable 
pursuant to the relevant distribution (i.e. cash or securities or other form) 
provided that, in the case of Distribution Awards granted under the LTIP, the 
actual amount payable (in cash or securities or other form) in relation to such 
Distribution Award on such date shall be determined by applying the performance 
condition. 
1.17 Voting and other rights 
Prior to the exercise or vesting of Awards (as appropriate), participants will 
have no voting rights in respect of the Shares subject to the Award. 
On the exercise or vesting of Awards (as appropriate), application will be made 
for all such Shares to be admitted to trading on AIM. 
       All Awards are non-transferable and non-pensionable. 
1.18 Variation of share capital and special dividends 
In the event of any variation in the ordinary share capital of the Company or 
any capitalisation of profits or reserves by way of any consolidation, 
sub-division or reduction of the share capital of the Company and in respect of 
any discount element in any rights issue or any other variation in the share 
capital of the Company or upon payment of a special dividend, the number of 
Shares subject to an Award may be varied in such manner as the Remuneration 
Committee considers appropriate. 
1.19 Amendments 
The Plans may be amended in any respect by the Remuneration Committee provided 
that the prior approval of the Company in general meeting is required before 
amendments may be made to the material benefit of participants to any provisions 
relating to: 
              (a)   the persons who may be invited to participate in or be 
granted Awards under the Plans; 
              (b)   the overall and the individual limits on the number of 
Shares in respect of which Awards 
 


may be granted;

              (c)   the basis for determining participants' entitlements to, and 
the material terms of, 
 
              (d)   the adjustment of Awards in the 
event of a variation of capital; and 
              (e)  the rules relating to amendments to the Plans 
in the event that such amendment relates to rights already acquired by a 
participant pursuant to their subsisting Awards. 
No amendment may be made to the rules of either of the Plans if it would 
adversely affect the rights of participants without the approval of participants 
holding Awards under the relevant Plan over the majority of Shares. 
However, minor amendments to the benefit of the administration of the Plans, to 
take account of changes in legislation, to obtain or maintain favourable tax, 
exchange control, or regulatory treatment or to take account of a corporate 
transaction, may be made without the need for either of the approvals set out 
above where such amendments do not alter the basic principles of the Plans. 
1.20 International 
When granting Awards, or issuing invitations to participate in the Plans, to 
employees resident outside the United Kingdom, the Remuneration Committee may 
modify the terms of the Plans to take account of tax laws or other legal or 
regulatory requirements in the relevant country and, if considered necessary and 
expedient, adopt additional plans suitable for operation in the relevant 
country, provided that neither the terms of participation of, or grant of Awards 
to, such employees shall not be more favourable overall than the terms of 
participation of, or Awards granted to, employees resident in the United Kingdom 
and the Plan limits are not exceeded. 
Amended Investment Management Agreement 
The existing investment management agreement (the "IMA") will be novated to DLM 
and the Manager will cease to be a party (with consequential amendments). The 
IMA will continue on its existing terms save in respect of the fee arrangement 
which will now comprise an annual management fee is to be paid to DLM monthly in 
advance and will be the higher of EUR300,000 and 0.06% of the most recent gross 
property value per month. The term of the IMA will remain the same. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCDDGDCXDGGGCB 
 


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