| |
 Top 10 Fund Managers October 2005
Estimated Geographic Analysis by Fund Manager October 2005
Directors' Interests
| Fund Management Group (estimated) |
% of Equity
|
| Capital Group Companies Inc. (UK, US and CH) |
12.37
|
| Harris Associates Lp (US) |
8.09
|
| Schroder Investment Mgmt Ltd (UK, US and HK) |
7.95
|
| Baillie Gifford (UK) |
7.80
|
| Lloyds TSB/Scottish Widows Investment Partnership (UK) |
5.03
|
| Legal & General Investment Mgmt (UK) |
3.47
|
| Insight Investment Management (UK) |
3.26
|
| Fidelity Management & Research (UK and US) |
3.08
|
| Barclays Global Investors (UK , US, Japan) |
2.38
|
| M&G Investment Management |
2.09
|
| Total |
55.52
|
| Estimated Geographic Analysis by Fund Manager October 2005: |
|
| UK |
61%
|
| North America |
25%
|
| Rest of Europe |
8%
|
| Elsewhere and unclassified |
6%
|
Directors' Interests in shares ί, at April 2005 (see Regulatory Announcements for any subsequent changes)
Except as set out in table (a), table (b) and table (c), or in the notes under these tables, no director nor any member of any directors immediate family had an interest in, or was granted or exercised any right to subscribe for, shares or debentures of the Company or any subsidiary, nor did any such right to subscribe lapse during the financial year, nor was there any change between the end of the financial year and 6 April 2005 in the interests of any director of the Company disclosed to the Company under the provisions of section 324 (duty of directors to disclose shareholdings in own company) as extended by section 328 (extension of section 324 to spouses and children) of the Companies Act 1985 nor in any right to subscribe for shares in, or debentures of, the Company.
At 1 February 2004, 29 January 2005 and 6 April 2005, according to the register kept by the Company under section 325 of the Companies Act 1985, the directors held interests in the shares of the Company as indicated in table (a), table (b) and table (c). The value of the awards that vest under the LTIP depends upon the extent to which the performance conditions are met. The awards are also capped by reference to a percentage of the recipients base salary.
Although the minimum performance conditions for the 2002/03 award have been exceeded, vesting will only occur within 60 days of the preliminary results announcement for the year ended 29 January 2005.
The Group operates the QUEST, which is currently used in connection with the Sharesave Scheme, the ESOT and the 2004 ESOT. Robert Anderson, Walker Boyd, Terry Burman and James McAdam, at 1 February 2004, 29 January 2005 and 6 April 2005, were, in common with all other employees of the Group, deemed to have an interest in the shares held by the QUEST, the ESOT and the 2004 ESOT. The QUEST held 110,857 shares on 1 February 2003, 41,065 on 31 January 2004, nil on 29 January 2005 and nil on 6 April 2005. The ESOT held nil shares on 1 February 2003, nil on 31 January 2004, 4,610,839 on 29 January 2005 and 4,443,869 on 6 April 2005. The 2004 ESOT held nil shares on 29 January 2005 and nil shares on 6 April 2005. No director had been granted any specific interest in such shares.
The Companys register of directors interests, which is open to inspection at the registered office, contains full details of directors shareholdings and share options.
ί Information contained in sections and figures marked ί has been audited.
(a) Directors interest in share options ί
|
Number of shares under option |
|
|
|
|
|
|
|
 |
|
|
|
|
|
| |
|
|
At 31 |
|
|
|
|
|
|
|
At 29 |
|
|
|
Date from |
|
|
| |
|
|
January |
|
|
|
|
|
|
|
January |
|
Exercise |
|
which |
|
Expiry |
| Director |
|
|
2004 |
|
Granted |
|
Forfeited |
|
Exercised |
|
2005 |
|
price |
|
exercisable(1) |
|
date(1) |
|
| Robert Anderson(2) |
|
|
232,558 |
|
|
|
|
|
|
|
232,558 |
|
75.25p |
|
2.5.04 |
|
1.5.11 |
| |
(3)(7) |
|
19,000 |
|
|
|
|
|
(19,000) |
|
|
|
50.00p |
|
|
|
|
| |
|
|
160,416 |
|
|
|
|
|
|
|
160,416 |
|
120.00p |
|
11.4.05 |
|
10.4.12 |
| |
|
|
322,188 |
|
|
|
|
|
|
|
322,188 |
|
82.25p |
|
25.4.06 |
|
24.4.13 |
| |
(4) |
|
|
|
251,685 |
|
|
|
|
|
251,685 |
|
111.25p |
|
5.4.07 |
|
4.4.14 |
| |
(5) |
|
|
|
35,452 |
|
|
|
|
|
35,452 |
|
£1 in total |
|
15.4.04 |
|
3.5.11 |
| |
(3) |
|
|
|
10,985 |
|
|
|
|
|
10,985 |
|
86.25p |
|
1.1.08 |
|
30.6.08 |
|
|
|
|
| | |
|
|
|
|
|
|
| | | | |
| Total |
|
|
734,162 |
|
298,122 |
|
|
|
(19,000) |
|
1,013,284 |
|
90.99p(6) |
|
|
|
|
|
|
|
|
| | |
|
|
|
|
|
|
| | | | |
| Walker Boyd(2) |
(10) |
|
837,037 |
|
|
|
|
|
(837,037) |
|
|
|
33.75p |
|
|
|
|
| |
(10) |
|
745,665 |
|
|
|
|
|
(745,665) |
|
|
|
43.25p |
|
|
|
|
| |
|
|
429,648 |
|
|
|
|
|
|
|
429,648 |
|
49.75p |
|
10.4.02 |
|
31.3.09 |
| |
|
|
611,842 |
|
|
|
|
|
|
|
611,842 |
|
57.00p |
|
8.5.03 |
|
7.5.10 |
| |
|
|
179,401 |
|
|
|
|
|
|
|
179,401 |
|
75.25p |
|
2.5.04 |
|
1.5.11 |
| |
(3)(8) |
|
19,000 |
|
|
|
|
|
(19,000) |
|
|
|
50.00p |
|
|
|
|
| |
|
|
225,000 |
|
|
|
|
|
|
|
225,000 |
|
120.00p |
|
11.4.05 |
|
10.4.12 |
|
(5) |
|
133,484 |
|
|
|
|
|
|
|
133,484 |
|
£1 in total |
|
15.4.03 |
|
18.7.10 |
|
(4) |
|
397,435 |
|
|
|
|
|
|
|
397,435 |
|
97.50p |
|
14.7.06 |
|
13.7.13 |
|
(4) |
|
|
|
444,943 |
|
|
|
|
|
444,943 |
|
111.25p |
|
5.4.07 |
|
4.4.14 |
|
(3) |
|
|
|
10,985 |
|
|
|
|
|
10,985 |
|
86.25p |
|
1.1.08 |
|
30.6.08 |
| |
(5) |
|
|
|
87,505 |
|
|
|
|
|
87,505 |
|
£1 in total |
|
15.4.04 |
|
3.5.11 |
|
|
| Total |
|
|
3,578,512 |
|
543,433 |
|
|
|
(1,601,702) |
|
2,520,243 |
|
73.78p(6) |
|
|
|
|
|
|
|
|
| | |
|
|
|
|
|
|
| | | | |
| Terry Burman(2) |
(9) |
|
1,094,239 |
|
|
|
|
|
(1,094,239) |
|
|
|
$0.80 |
|
|
|
|
| |
(9) |
|
2,217,280 |
|
|
|
|
|
(2,217,280) |
|
|
|
$0.87 |
|
|
|
|
|
|
|
496,289 |
|
|
|
|
|
|
|
496,289 |
|
$1.08 |
|
2.5.04 |
|
1.5.11 |
|
|
|
1,242,019 |
|
|
|
|
|
|
|
1,242,019 |
|
$1.72 |
|
11.4.05 |
|
10.4.12 |
|
(3)(8) |
|
8,670 |
|
|
|
|
|
(8,670) |
|
|
|
$1.10 |
|
|
|
|
|
(4) |
|
3,807,426 |
|
|
|
|
|
|
|
3,807,426 |
|
$1.59 |
|
14.7.06 |
|
13.7.13 |
|
(4) |
|
|
|
3,129,267 |
|
|
|
|
|
3,129,267 |
|
$2.05 |
|
5.4.07 |
|
4.4.14 |
|
(3) |
|
|
|
5,850 |
|
|
|
|
|
5,850 |
|
$1.64 |
|
1.11.06 |
|
31.1.07 |
| |
(5) |
|
|
|
344,829 |
|
|
|
|
|
344,829 |
|
$1 in total |
|
15.4.04 |
|
3.5.11 |
|
|
|
|
| | |
|
|
|
|
|
|
| | | | |
| Total |
|
|
8,865,923 |
|
3,479,946 |
|
|
|
(3,320,189) |
|
9,025,680 |
|
$1.68(6) |
|
|
|
|
|
|
|
|
| | |
|
|
|
|
|
|
| | | | |
| James McAdam |
(10) |
|
1,075,145 |
|
|
|
|
|
(1,075,145) |
|
|
|
43.25p |
|
|
|
|
| |
|
|
869,347 |
|
|
|
|
|
|
|
869,347 |
|
49.75p |
|
10.4.02 |
|
31.3.09 |
|
(3)(8) |
|
19,000 |
|
|
|
|
|
(19,000) |
|
|
|
50.00p |
|
|
|
|
| |
(3) |
|
|
|
10,985 |
|
|
|
|
|
10,985 |
|
86.25p |
|
1.1.08 |
|
30.6.08 |
|
|
|
|
| | |
|
|
|
|
|
|
| | | | |
| Total |
|
|
1,963,492 |
|
10,985 |
|
|
|
(1,094,145) |
|
880,332 |
|
50.21p(6) |
|
|
|
|
|
|
|
|
| | |
|
|
|
|
|
|
| | | | |
All options were granted to directors while they were directors apart from Mr Anderson who was appointed a director on 6 April 2005. The performance conditions for
grants made under the 2003 Plans are set out above. The conditions set by the Remuneration Committee for exercise of options granted under the 1993 Executive
Share Option Scheme (1993 Scheme) were that for vesting to take place a post inflation minimum growth in earnings per share of 10% over any consecutive three year
period had to be achieved. This performance condition was chosen as the Remuneration Committee believed it to be in line with market practice. This condition has been
met in respect of the options granted between October 1997 and April 2002; the performance criteria having been satisfied in each case over the first three year period
following the grant of the options. The Black-Scholes option-pricing model fair value is given on page 111 for options granted in the last three years.
|
| (1) The dates from which options are exercisable and the expiry dates are the dates that normally apply. Other dates apply in certain circumstances, such as an option holder ceasing to be employed. |
| (2) See above regarding awards that will be made in 2005/06. |
| (3)(4) & (5) The options above were all granted under the 1993 Scheme except those marked (3) which were granted under the terms of the Sharesave Scheme or, in the
case of Terry Burman, the Employee Stock Savings Plan, (the 8,670 shares granted under this Plan that became exercisable in November 2004 increased to 8,690
shares as a result of a rounding difference, as the shares were delivered as ADRs and the ADR ratio changing from 30:1 to 10:1), those marked (4) which were granted
under the 2003 Plans, and those marked (5) awarded under the LTIP. |
| (6) These are weighted averages of the exercise prices per share for the options held at the year end. |
| (7) Exercised on 14 January 2005, when the market price was 110.00p. |
| (8) Exercised on 17 January 2005, when the market price was 110.00p. |
| (9) Exercised on 30 March 2004, when the market price was 109.25p. |
| (10) Exercised on 15 June 2004, when the market price was 112.75p.
The aggregate amount of gains made by directors on the exercise of options during the year amounted to £4,051,882 (2003/04: £1,934,651). |
(b) Directors interests in LTIPs ί
| |
|
Awards subject to
performance condition
|
|
Awards where the performance
conditions have been satisfied(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
Date of award
|
|
Cash
portion
(grant value)(2)
£
|
|
Option
portion
(number)(2)
|
|
Cash
portion
(grant value)(3)
£
|
|
Option
portion
(number)(3)
|
|
Option
portion
(current
value)(4)
£
|
|
Cash and
options total
current
value (4)(5)
£
|
|
Cash and
options
total
vested (6)
£
|
|
Expiry of
award or
vested
option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Robert Anderson(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2001/02
award (8) |
|
4.5.01
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
67,004
|
|
3.5.11 |
|
|
| 2002/03
award (8) |
|
26.4.02
|
|
-
|
|
-
|
|
28,000
|
|
23,140
|
|
26,554
|
|
54,554
|
|
-
|
|
25.4.12 |
|
|
| 2003/04
award (8) |
|
30.4.03
|
|
70,000
|
|
83,832
|
|
-
|
|
-
|
|
-
|
|
166,197
|
|
-
|
|
(9) |
|
|
| 2004/05
award |
|
5.4.04
|
|
70,000
|
|
62,222
|
|
-
|
|
-
|
|
-
|
|
141,400
|
|
-
|
|
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Awards at end of year |
|
|
|
140,000
|
|
146,054
|
|
28,000
|
|
23,140
|
|
26,554
|
|
362,151
|
|
67,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Walker Boyd (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2001/02 award (8) |
|
4.5.01
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
165,384
|
|
3.5.11 |
|
|
| 2002/03 award (8) |
|
26.4.02
|
|
-
|
|
-
|
|
82,500
|
|
68,182
|
|
78,239
|
|
160,739
|
|
-
|
|
25.4.12 |
|
|
| 2003/04 award (8) |
|
30.4.03
|
|
82,500
|
|
98,802
|
|
-
|
|
-
|
|
-
|
|
195,875
|
|
-
|
|
(9) |
|
|
| 2004/05 award |
|
5.4.04
|
|
82,500
|
|
73,333
|
|
-
|
|
-
|
|
-
|
|
166,650
|
|
-
|
|
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Awards at end of year |
|
|
|
165,000
|
|
172,135
|
|
82,500
|
|
68,182
|
|
78,239
|
|
523,264
|
|
165,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Terry Burman (7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2001/02 award (8) |
|
4.5.01
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
600,761
|
|
3.5.11 |
|
|
| 2002/03 award (8) |
|
26.4.02
|
|
-
|
|
-
|
|
238,856
|
|
254,485
|
|
292,022
|
|
530,878
|
|
-
|
|
25.4.12 |
|
|
| 2003/04 award (8) |
|
30.4.03
|
|
238,856
|
|
335,403
|
|
-
|
|
-
|
|
-
|
|
623,731
|
|
-
|
|
(9) |
|
|
| 2004/05 award |
|
5.4.04
|
|
238,856
|
|
217,903
|
|
-
|
|
-
|
|
-
|
|
488,901
|
|
-
|
|
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Awards at end of year |
|
|
|
477,712
|
|
553,306
|
|
238,856
|
|
254,485
|
|
292,022
|
|
1,643,510
|
|
600,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| All grants were made to directors while they were directors, apart from Mr Anderson who was appointed on 6 April 2005, and the performance conditions relating to the
awards are set out in table (a) above. |
|
| (1) In respect of the 2002/03 awards the Group performance achieved was a three year compound annual growth in profit before tax of 15% per annum. The UK division
performance achieved was a three year compound annual growth in operating profit of 11.7% and a three year average ROCE of 44.3%. This resulted in 100% of the
award vesting for the Group Chief Executive, 100% for the Group Finance Director and 100% for the Chief Executive of the UK division. |
| (2) Assumes maximum performance conditions are satisfied and is calculated using salary at 28 February 2005 a share price at the time of grant in 2003 of 83.5p and in
2004 of 112.5p and in the case of Terry Burman an exchange rate of $1.88. |
| (3) Calculated using salary at 28 February 2005 and a share price at the time of grant in 2002 of 121p. The LTIP payment is made in the year following the last year in
respect of which the performance condition was set. |
| (4) Calculated using share price as at 6 April 2005 of 114.75p. |
| (5) Cash portion plus option portion value at 6 April 2005. For awards where the level of performance is currently unknown, no payment, or a reduced payment may be
made. In respect of awards where the performance is known the base salary may be different at the date of vesting. |
| (6) Vesting took place on 15 April 2003 and the cash portion was worth £73,750 and £256,369 respectively for Walker Boyd and Terry Burman included in table (a) above. The option interest was over
133,484 shares for Walker Boyd and 486,384 shares for Terry Burman and are included in the table of directors interests in share options on page 50. The share price on the
day of vesting was 77p. For Terry Burman an exchange rate of $1.57 was used. |
| (7) The Remuneration Committee approved grants of LTIP awards to Terry Burman (maximum of 70% of salary at vesting), both Walker Boyd and Robert Anderson (maximum of 50% of salary at vesting) on 5 April 2005. |
| (8) Awards at start of year. |
| (9) Expiry dates of awards will be known within 60 days after the announcement of the preliminary results for the last financial year in the performance period. |
(c) Directors interests in shares ί
| |
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|
|
| Director |
|
At start of year
|
|
At end of year
|
|
At 6 April 2005
|
|
|
|
|
|
|
|
|
|
|
|
| Robert Anderson(1) |
|
-
|
|
19,000
|
|
19,000
|
|
|
| Robert Blanchard |
|
6,360
|
|
6,360
|
|
6,360
|
|
|
| Walker Boyd |
|
433,495
|
|
452,495
|
|
452,495
|
|
|
| Terry Burman |
|
460,866
|
|
710,601
|
|
710,601
|
|
|
| Dale Hilpert |
|
-
|
|
20,000
|
|
20,000
|
|
|
| Brook Land |
|
25,000
|
|
25,000
|
|
25,000
|
|
|
| James McAdam(2) |
|
242,088
|
|
261,088
|
|
261,088
|
|
|
| Robert Walker |
|
- |
|
- |
|
- |
|
|
| Russell Walls |
|
4,000
|
|
4,000
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) Appointed as a director 6 April 2005. |
| (2) 22,000 of those shares held were, at each date, held by Mr. McAdams wife in trust for their grandchildren and, while Mr. McAdam is taken to have an interest in them
for Companies Act purposes, neither he nor his wife has a beneficial interest in them. |
|
|
|
