22 March
2024
FW Thorpe
Plc
("FW
Thorpe" or the "Company")
Notice of General
Meeting
The Board of FW Thorpe is pleased to
announce that a circular (the "Circular") has been published today
convening a general meeting of the Company ("GM") to be held at
9.00 a.m. 18 April 2024 at the offices of the Company at Merse
Road, North Moons Moat, Redditch B98 9HH.
The purpose of the GM is to seek
shareholder approval for the proposed Executive Share Ownership
Plan ("ESOP") and employee Save As You Earn ("SAYE")
scheme.
Background
The current Board of Directors has
overseen the growth in trading performance and increase in the
Company's share price over a number of years. The Board
believes that to support continued success it is an appropriate
time to recommend that an ESOP and a SAYE are created.
The Board believes that the
introduction of these schemes is an effective way to align the
interests of the Group's employees with those of Shareholders and
will help to motivate and retain those employees responsible for
the continued success of the Group.
The basic principle of the ESOP is to
motivate the executive team to achieve the performance conditions
as laid out in this notice and ultimately to reward growth in the
Company's share price. Performance conditions are primarily based
upon growth in earnings per share, with elements based upon Total
Shareholder Return and further progress towards our Net-Zero
sustainability goals. Further information on the performance
conditions is set out in the Circular.
Options are expected to be granted
after the plan is agreed by the Shareholders, with the exercise
price payable being the market price of the Shares as at the date
of grant for approved Options, with a 10% discount from the market
price for unapproved Options, reflecting the SAYE scheme being
implemented at a similar time.
Rather than issue new Shares, the
Company will utilise Shares held in treasury to satisfy Options or
at the Company's discretion, utilise cash settlement, avoiding the
need to issue new shares. Cash-settlement on exercise means
that the option holder will receive a cash payment calculated based
on the closing mid-market price of an Ordinary Share on the day
prior to the exercise notice, less the cost of exercising the
option. No options granted to Executive Directors of the
Company will be cash settled.
A summary of the key details of the
ESOP are contained within the Appendix to the Circular and it is
anticipated that the first grants under the ESOP will be made
following shareholder approval.
The ESOP will be offered to the
Company's Executive Directors and certain directors of its
subsidiary companies. Options over a total of up to 2.1
million Shares will be granted, representing approximately 1.8 per
cent of Shares with voting rights as at the 22 March 2024 (being
the last practicable day prior to the publication of the
Circular).
Action to be taken
The notice of the General Meeting of
the Company ("Notice"), to be held at the offices of the Company at
Merse Road, North Moons Moat, Redditch, B98 9HH, on 18 April 2024,
sets out the Resolution to approve the establishment of the
ESOP. A Form of Proxy for use at the GM is included with the
Circular and, whether or not you intend to be present at the GM,
you are requested to complete the Form of Proxy, in accordance with
the instructions printed on it, and return it to Equiniti, as soon
as possible and in any event so as to be received not later than
9.00 a.m. on 16 April 2024.
Completion and return of the Form of
Proxy will not affect your right to attend and vote in person at
the GM, should you so wish, however, proxy voting is
encouraged. Forms of Proxy received late will not be
valid.
Documents available for inspection
Copies of this document and of the
proposed rules of the ESOP will be available for inspection at the
Company's registered office during normal business hours on any
weekday (bank holidays excepted) from the date of this document up
to and including 18 April 2024. They will also be available
for inspection at the General Meeting for at least 15 minutes prior
to and during the meeting.
Recommendation
The Board believes that the
establishment of the ESOP and SAYE schemes are in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolution to be proposed at the General
Meeting, as they intend to do in respect of the Shares in which the
Directors or connected persons are beneficially interested,
representing approximately 55 per cent of the issued share capital
of the Company.
The Circular will be available on
the Company's website at: www.fwthorpe.co.uk
For further information, please
contact:
|
FW
Thorpe
Plc
Mike Allcock - Chairman and Joint
Chief Executive
Craig Muncaster - Joint Chief
Executive, Group Financial Director
|
Tel: 01527 583200
|
|
Singer Capital Markets -
Nominated Adviser
James Moat / Sam Butcher
|
Tel: 020 7496
3000
|
DEFINITIONS
Board
the board of Directors of the Company
Company
FW Thorpe Plc, registered in England and Wales with company number
00317886, whose registered office is at Merse Road, North Moons
Moat, Worcestershire, B98 9HH
Directors
the directors of the Company for the time being (and each a
"Director")
EPS
earnings per Share (before tax)
ESOP
Executive Share Ownership Plan
Form of Proxy
the form of proxy accompanying this document for
use by the Shareholders in connection with the General
Meeting
GM or General Meeting
the general meeting of Shareholders convened for 9.00 am on 18
April 2024, as set out on page 13 of the Circular
Group
the group of companies comprising the Company and its subsidiaries
for the time being
Options
options over Shares, to be granted pursuant to the ESOP (and each
an "Option")
Resolution
the resolution to be proposed at the GM
SAYE
Save As You Earn scheme for employees
Shares
ordinary shares of 1p each in the capital of the Company
Shareholders
holders of Shares (and each a "Shareholder"), according to the
context