Regulatory news

Regulatory news

Grant of Options

Tracsis plc

("Tracsis" or the "Group")

Grant of options

Tracsis announces that, following a meeting of the Group's remuneration committee on 14 December 2015, it formally granted 92,727 share options on 15 December 2015 to John McArthur, Chief Executive Officer and 61,819 share options to Max Cawthra, Chief Finance Officer, together the Group's Executive Directors.

The remuneration committee believes it is important to retain and motivate Executive Directors whilst at the same time setting challenging performance targets that are aligned with the Group's strategic goals and in shareholders' interests.

The remuneration committee had sought to implement a formalised LTIP scheme for the Executive Directors for some time, but had been unable to do so due to close period restrictions imposed by various corporate activities (primarily acquisitions) and statutory reporting close periods. Following the acquisition of Ontrac Technology Limited and Ontrac Limited (announced 2nd December 2015), the remuneration committee is now able to grant the options and has incorporated two years' worth of grants dating back to 1 August 2014.

The options awarded have an exercise price of 0.4p and are directly linked to performance targets based on Group profitability and Total Shareholder Return relative to an AIM peer group determined by Tracsis' remuneration committee.

These can be summarised as follows:

'2014 LTIP'

John McArthur granted a maximum of 54,545 options, Max Cawthra issued a maximum of 36,364 options

Full award is only exercisable should statutory diluted Earnings Per Share (EPS) for the year ending 31 July 2017 be 17.37p, and Total Shareholder Return (TSR) versus AIM peer group is in the top quartile

Where statutory diluted EPS for the year ending 31 July 2017 be less than 14.37p, and TSR versus the peer group is less than the median, no options will be exercisable

For scenarios between the above range, the options will be exercisable on a sliding scale basis in both instances

'2015 LTIP'

John McArthur granted maximum of 38,182 options, Max Cawthra granted a maximum of 25,455 options

Full award is only payable should statutory diluted EPS for the year ending 31 July 2018 be 17.95p, and TSR versus the peer group is in the top quartile

Should statutory diluted EPS for the year ending 31 July 2018 be less than 14.95p, and TSR versus the peer group is less than the median, no options will be awarded

For scenarios between the above range, the options will be exercisable on a sliding scale basis in both instances

The resulting interests of John McArthur and Max Cawthra in Tracsis plc can be summarised as follows:

John McArthur

Ordinary shares of 0.4p held: 1,182,783
% of issued share capital: 4.34%
Options held prior to this award: Nil
Options awarded: 92,727
Options after this award: 92,727

Max Cawthra

Ordinary shares of 0.4p held: 177,860
% of issued share capital: 0.65%
Options held prior to this award: 10,162
Options awarded: 61,819
Options after this award: 71,981

The Tracsis remuneration committee is composed of three independent Non-Executive Directors comprised of Sean Lippell (Chair), Charles Winward and John Nelson. The committee took formal advice from KPMG in establishing the LTIP scheme rules and in determining appropriate targets and peer group comparators.

For more information please contact:

John McArthur/Max Cawthra, Tracsis plc
Tel: 0845 125 9162

Dominic Emery/Matt Lewis, Investec Bank plc
Tel: 020 7597 4000

Rebecca Sanders Hewett, Redleaf PR
Tel: 0207 382 4730
Tracsis@redleafpr.com