| Tue 4 Apr 2006, 12:50 | | Old Mutual - Share interests of persons dischargin |
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OML
OLOML
Old Mutual - Share interests of persons discharging managerial responsibilities
Old Mutual Plc
ISIN CODE: GB0007389926
JSE SHARE CODE: OML
NSX SHARE CODE: OLM
ISSUER CODE: OLOML
Share interests of persons discharging managerial responsibilities
Grant of share options to Executive Directors
The following options over shares in Old Mutual plc (the "Company") were granted
on 29 March 2006 under the Company"s Share Option and Deferred Delivery Plan
(the "SOP") to the following directors of the Company:
Director Number of shares Exercise Price
J V F Roberts 239,295 198.5 pence
J H Sutcliffe 352,645 198.5 pence
All of the above options are for a period of six years, but may not generally,
under the rules of the SOP, be exercised until the third anniversary of grant
and then only subject to the fulfilment of performance targets set by the
Remuneration Committee of the Company. No consideration was payable for these
grants.
The total number of shares now held under option by the above directors under
the SOP (following the above grants) is as follows:
Executive Director Total No. of No. of No. of vested
shares under unvested option shares
option option shares
J V F Roberts 2,350,467 1,205,061 1,145,406
J H Sutcliffe 3,381,899 1,732,310 1,649,589
Grant of Restricted Share Awards to Executive Directors
The following deferred short-term incentive awards over shares in the Company
were granted on 29 March 2006 under the Company"s Restricted Share Plan (the
"RSP") to the following directors of the Company:
Director Number of shares
J V F Roberts 75,578
J H Sutcliffe 107,230
The shares will generally only be released three years after the date of the
award if the director remains in employment with the Group until then.
Mr Roberts and Mr Sutcliffe have elected to use some or all of their annual cash
incentives for the year ended 31 December 2005 to purchase shares in the Company
under a matching scheme pursuant to the RSP. The following shares in the Company
were purchased with that part of their net of tax bonus for which they made such
elections and the following related matching awards were made under the RSP on
29 March 2006:
Director Gross Net No. of Price per No. of
incentive incentive shares share shares
used used to bought (excludin under the
to purchase purchase g costs) RSP
shares shares matching
award
J V F Roberts GBP240,034 GBP141,620 69,568 GBP2.0175 118,976
J H Sutcliffe GBP425,700 GBP251,163 123,379 GBP2.0175 211,003
The matching awards will generally only be released three years after the date
of the award if the director remains in employment with the Group until then and
the performance conditions applicable thereto have been fulfilled. The shares
bought are held in trust for the director until the date of vesting or lapse
(whichever first occurs) of the matching award.
The vesting of the SOP awards and the matching awards is subject to the
achievement of a Sterling-denominated European Embedded Value Earnings per Share
("EEV EPS") performance target linked to UK RPI, under which growth in EEV EPS
must exceed the accumulated growth in UK RPI over the three-year vesting period
plus 9%.
The total numbers of shares in the Company contingently held under the RSP by
the directors concerned (including the above awards) are now as follows:
Executive No. of Restricted Shares No. of Restricted Shares in
Director under the bonus matching respect of deferred short-
arrangement term incentives
J V F Roberts 328,209 185,098
J H Sutcliffe 610,925 266,738
The total numbers of shares in the Company in which the directors concerned
(together with their connected persons, for the purposes of section 346 of the
UK Companies Act 1985) are now beneficially interested (excluding the RSP awards
described above which have not yet vested and all unexercised share option
shares) are as follows:
Executive Director Old Mutual plc shares
J V F Roberts 562,543
J H Sutcliffe 1,318,971
Grant of share options to other Persons Discharging Managerial Responsibilities
("PDMRs")
The following options over shares in the Company with an exercise price of
GBP1.9850 per share (R21.65 for Mr Bicket and Mr Hanratty) were granted on 29
March 2006 under the SOP to the following PDMRs:
PDMR Role of PDMR Number of shares
K A Bell Director, Corporate Affairs 6,165
N A Bicket Director of the CEO"s Office 55,962
J V Deane Director, Corporate Development 74,512
P B Hanratty Managing Director, Old Mutual 181,871
South Africa
R M Head Group Director, Southern Africa 85,643
R Hoskins Acting Group Finance Director 37,926
M C Murray Company Secretary 30,091
All of the above options are for a period of six years, but may not generally,
under the rules of the SOP, be exercised until the third anniversary of grant
and then only subject to the fulfilment of performance targets set by the
Remuneration Committee of the Company. No consideration was payable for these
grants.
The vesting of the SOP awards is subject to the achievement of a Sterling-
denominated EEV EPS performance target linked to UK RPI; in which growth in EEV
EPS must exceed the accumulated growth in UK RPI over the three-year vesting
period plus 9% for awards equal in value to a maximum of 100% of basic salary.
Higher targets apply to the portion of grants in excess of 100% of basic salary,
namely up to 12% above UK RPI for multiples of between 100% and 200% of basic
salary and up to 15% above UK RPI for multiples of over 200% of basic salary.
Exercise of option by PDMR and total SOP awards now held by PDMRs
Mr Murray exercised the following option under the SOP on 24 March 2006:
PDMR Unapproved Exercise No. of Sale No. of
option price shares price shares
shares sold retained
exercised
M C Murray 138,407 GBP0.8625 103,179 GBP2.0350 35,228
The total number of shares now held under option or as deferred delivery awards
by the above PDMRs under the SOP (following the above grants and exercise) is as
follows:
PDMR Total No. of No. of No. of
Option / unvested vested
Deferred shares shares
Delivery
shares under
award
K A Bell 245,576 245,576 0
N A Bicket 370,494 155,387 215,107
J V Deane 1,036,656 1,036,656 0
P B Hanratty 1,145,755 989,720 156,035
R M Head 915,070 915,070 0
R Hoskins 531,998 531,998 0
M C Murray 167,757 117,757 50,000
5. Grant of restricted shares to PDMRs
The following restricted share awards over shares in the Company were granted on
29 March 2006 under the RSP to the following PDMRs:
Director Role of PDMR Number of
shares
H Askari CEO, Old Mutual Financial Services 62,579
G Barker Chief Executive, Old Mutual Financial 42,337
Network (US)
K A Bell Director, Corporate Affairs 3,701
N A Bicket Director of the CEO"s Office 23,073
J V Deane Director, Corporate Development 44,707
P B Hanratty Managing Director, Old Mutual South Africa 94,279
R M Head Group Director, Southern Africa 62,634
R Hoskins Acting Group Finance Director 22,765
M C Murray Company Secretary 18,055
M H Newman Director, Group Corporate Development 22,157
S F Powers Chief Executive, Old Mutual Asset Managers 863,752
(US)
The total numbers of shares in the Company contingently held under the RSP by
the PDMRs concerned (including the above awards) are now as follows:
PDMR Number of shares Number of vested
shares
H Askari 144,164 0
G Barker 164,865 0
K A Bell 3,701 0
N A Bicket 116,993 28,502
J V Deane 103,182 0
P B Hanratty 314,036 43,842
R M Head 146,082 0
R Hoskins 22,765 0
M C Murray 80,132 0
M H Newman 99,843 0
S F Powers 1,575,441 0
The total numbers of shares in the Company in which the PDMRs concerned
(together with their connected persons, for the purposes of section 346 of the
UK Companies Act 1985) are now beneficially interested (excluding the RSP awards
described above which have not yet vested and all unexercised share option
shares) are as follows:
PDMR Number of
shares
H Askari 3,458
N A Bicket 800
P B Hanratty 1,000
R M Head 311,307
M C Murray 132,500
M H Newman 1,900
S F Powers 290,499
6. Exercise of Option by a PDMR under the Nedbank Group (2005) Share Option,
Matched Share and Restricted Share Scheme
The following option over shares in Nedbank Group Limited was exercised by Mr
Boardman, Chief Executive of Nedbank Group Limited, on 27 March 2006:
PDMR Option Exerci No. of Sale No. of
shares se shares price shares
exercise price sold retained
d
T A Boardman 26,292 R60.00 16,292 R136.27 10,000
The total number of Nedbank Group Limited shares held by Mr Boardman under
option under the Nedcor Group (1994) Employee Incentive Scheme and the Nedbank
Group (2005) Share Option, Matched Share and Restricted Share Scheme is 650,826
of which 63,100 have vested.
The 10,000 shares retained by Mr Boardman have been allocated to the Matched
Share Scheme. Where these shares are still held on 29 March 2009, they will be
matched on a one for every two shares held basis, provided Mr Boardman remains
an employee of Nedbank Group Limited and will also be matched on a further one
for every two shares held basis if certain Nedbank Group Limited based financial
performance targets for the 2008 financial year are met.
4 April 2006
ENQUIRIES:
Old Mutual plc
Malcolm Bell - Investor Relations (UK) + 44 (0) 20 7002 7166
Miranda Bellord - Media Relations (UK) + 44 (0) 20 7002 7133
Deward Serfontein - Investor Relations (SA) + 27 21 509 8709
Nad Pillay - Media Relations (SA) + 27 11 523 9612
College Hill
Alex Sandberg +44 (0) 20 7457 2020
Date: 04/04/2006 12:50:22 PM Produced by the JSE SENS Department
