7. Directors' Remuneration and Interests

Emoluments

The various elements of remuneration received by each Director were as follows:

Year ended 30th June 2014Salary
£'000
Bonus
£'000
Company pension
contributions
£'000
Benefits
£'000
Compensation for
loss of office
£'000
Total
£'000
J S Lambert*3333
Lord Downshire*22224
R B Harding*2222
S M Wildridge (resigned 31st October 2013)303466130
Dr I D Menneer13523167181
C J Brewster 10216111130
Total34473271066520
Year ended 30th June 2013
J S Lambert*3333
Lord Downshire*22224
R B Harding* 2222
S M Wildridge128128
Dr I D Menneer100126118
C J Brewster928111112
Total3978239437

* Indicates Non-Executive Directors.

All Company pension contributions relate to defined contribution pension schemes. Benefits consist of company car and private medical insurance. The compensation for loss of office in relation to S M Wildridge was settled on 31st October 2013.

Share options

The Directors had the following beneficial options:

S M Wildridge

SchemeUnapprovedEMIUnapprovedEMITotal
Exercise Price£0.975£1.675£1.675£1.30
Date of Grant9th July 200914th October 201114th October 20112nd August 2012
Outstanding at 30th June 2013100,00071,60028,400100,000300,000
Exercised during the year(100,000)(100,000)(200,000)
Lapsed during the year(71,600)(28,400)(100,000)
Outstanding at 30th June 2014

I D Menneer

SchemeEMISAYEEMIEMIEMIUnapprovedSAYEUnapprovedTotal
Exercise Price£0.975£1.34£1.675£1.30£1.325£1.40£1.03£1.415
Date of Grant28th August 20094th October 201114th October 20112nd August 201220th November 201221st February 201322nd May 201320th June 2013
Outstanding at 30th June 20135,0003,35860,00060,00050,00090,0004,37790,000362,735
Exercised during the year(5,000)(5,000)
Outstanding at 30th June 2014-3,35860,00060,00050,00090,0004,37790,000357,735

C J Brewster

SchemeEMIEMISAYEEMITotal
Exercise Price£1.30£1.30£1.03£1.415
Date of Grant22nd June 20122nd August 201222nd May 201320th June 2013
Outstanding at 30th June 2013 and 30th June 201430,00030,0008,75440,000108,754

The Directors' interests in the shares of the Company as at 30th June are set out below:

20142013
Ordinary shares of 20pOrdinary shares of 20p
J S Lambert1,413,6911,413,691
Lord Downshire1,109,5831,109,583
I D Menneer14,3819,381
C J Brewster4,0794,079

In addition to the above, Lord Downshire had a non-beneficial interest in 310,446 shares.

S M Wildridge, who resigned as Director on 31st October 2013, had interests in 287,068 shares of the Company at 30th June 2014 (2013: 177,068 shares).

New Long Term Incentive Plan

As part of the Animalcare board’s consideration of its overall growth strategy, its Remuneration Committee has been reviewing the most effective means of providing a mechanism for senior executives to participate in the Company’s equity at a meaningful level.

In this regard, on 20th June 2014, the Board approved the Company’s new senior executive Long Term Incentive Plan (the “Plan”). On 27th June 2014, Iain Menneer, Chief Executive Officer, and Chris Brewster, Chief Financial Officer, subscribed for growth shares in the capital of Animalcare Ltd, a subsidiary of the Company, under the Plan as follows:

  • Iain Menneer – 31,955 A Ordinary Shares of £1.00 each (“A Shares”) for a total cash subscription of £31,955, representing 5.2% of Animalcare Ltd’s issued share capital; and
  • Chris Brewster – 19,173 A Shares, representing 3% of Animalcare Ltd’s issued share capital and 11,800 B Ordinary Shares of £1.00 each (“B Shares”), representing a further 2% of Animalcare Ltd’s issued share capital, for a total cash subscription of £30,973.

Dr Menneer and Mr Brewster have the right to sell their A Shares to the Company at any time after 27th June 2017 in exchange for Ordinary Shares of 20 pence each in the Company (“Ordinary Shares”). The rights of Dr Menneer and Mr Brewster to sell their A Shares are subject to, amongst other provisions, the Company having a market capitalisation in excess of £39.0m (“the Hurdle”) at the time of sale. The Hurdle was determined by Animalcare’s Remuneration Committee and broadly represented a 20% premium to the Company’s market capitalisation on 27th June 2014.

Each holder of A Shares would, on a sale of his entire holding to the Company, be entitled to receive Ordinary Shares representing a percentage of the increase in the Company’s market capitalisation above the Hurdle; being 5% for Dr Menneer and 3% for Mr Brewster.

The B Shares are not entitled to participate in any increase in the value of the Company above the Hurdle but can be exchanged for Ordinary Shares of an equal value at any time after 27th June 2017.

Further details of the Plan, including the Hurdle, anti-dilution and other provisions, are set out in Animalcare Ltd’s articles of association, which is available on the investor relations section of the Company’s website http://www.animalcaregroup.co.uk.