Remuneration Information • Apr 3, 2025
Remuneration Information
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Approved by shareholders of the Company on 11 May 2016
Adopted by the board of directors of the Company on 11 May 2016
Amended by the Committee of the Company on 11 May 2022
Amended by the Committee of the Company and approved by shareholders of the Company on 8 May 2025
The Plan is a discretionary benefit offered by Centaur Media plc for the benefit of its employees. Its main purpose is to increase the interest of the employees in Centaur Media plc's long term business goals and performance through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of Centaur Media plc.
Shares purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose except to any extent required by statute.
It is currently intended that the Plan shall be offered for the first time in 2017 and the remuneration committee of the board of Centaur Media plc shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to which employees those awards will be granted.
The detailed rules of the Plan are set out overleaf.
| Rule | Page | |
|---|---|---|
| 1. | DEFINITIONS AND INTERPRETATION 1 | |
| 2. | ELIGIBILITY 3 | |
| 3. | GRANT OF AWARDS 3 | |
| 4. | LIMITS 5 | |
| 5. | VESTING OF AWARDS 7 | |
| 6. | CONSEQUENCES OF VESTING 9 | |
| 7. | EXERCISE OF OPTIONS 10 | |
| 8. | HOLDING PERIOD 12 | |
| 9. | CASH ALTERNATIVE 14 | |
| 10. | LAPSE OF AWARDS 15 | |
| 11. | LEAVERS 16 | |
| 12. | TAKEOVERS AND OTHER CORPORATE EVENTS 18 | |
| 13. | ADJUSTMENT OF AWARDS 20 | |
| 14. | CLAWBACK 20 | |
| 15. | ALTERATIONS 23 | |
| 16. | MISCELLANEOUS 25 | |
| SCHEDULE 1: CASH CONDITIONAL AWARDS 27 | ||
| SCHEDULE 2: VCP AWARDS 27 |
1.1 In the Plan, unless the context otherwise requires:
"Award" means an Option, Conditional Award, Cash Conditional Award or a VCP Award;
"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;
"Cash Conditional Award" means an Award granted in accordance with Schedule 1 (Cash Conditional Awards);
"Clawback" means an obligation to repay the amounts referred to in Rule 14.4;
"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 12 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;
"Company" means Centaur Media plc (registered in England and Wales with registered number 04948078);
"Conditional Award" means a conditional right to acquire Shares which is designated as a conditional award by the Committee under Rule 3.2 (Type of Award, Vesting Date, Holding Period and Dividend Equivalent);
"Control" means control within the meaning of section 995 of the Income Tax Act 2007;
"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 6.3 (Dividend Equivalent);
"Early Vesting Date" means either:
"Exercise Period" means the period referred to in Rule 6.1 (Options) during which an Option may be exercised;
"Grant Date" means the date on which an Award is granted;
"Group Member" means:
(a) a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
"Holding Period" means the period set out in or determined by the Committee under Rules 3.2 (Type of Award, Vesting Date, Holding Period and Dividend Equivalent) and Rule 8.2 (The Holding Period) during which a Participant agrees not to sell, transfer, assign or dispose of some or all (or a proportion) of his Vested Shares (except any Vested Shares sold by or on behalf of the Participant to pay his Tax Liability due and arising on the Vesting and/or exercise of his Award) in accordance with and subject to Rule 8 (Holding Period)
"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
"Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority;
"London Stock Exchange" means London Stock Exchange PLC or any successor to that company;
"Normal Vesting Date" means the date on which an Award Vests under Rule 5.1 (Timing of Vesting: Normal Vesting Date);
"Option" means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2 (Type of Award, Vesting Date, Holding Period and Dividend Equivalent);
"Option Price" means the amount, if any, payable on the exercise of an Option, as determined by the Committee under Rule 3.3 (Method of grant), subject to reduction or waiver under Rule 3.3(b) (Method of Grant);
"Participant" means a person who holds an Award including his personal representatives;
"Participating Company" means the Company or any Subsidiary of the Company;
"Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);
"Plan" means the Centaur Media Long Term Incentive Plan 2016 as amended from time to time;
"Rule" means a rule of the Plan;
"Shares" means fully paid ordinary shares in the capital of the Company;
"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);
"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;
"VCP Award" means an Award granted in accordance with Schedule 2 (VCP Awards);
"Vest" means:
(a) in relation to an Option, it becoming exercisable; and
(b) in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to him (or his nominee) subject to the Rules
and Vesting shall be construed accordingly;
"Vested Shares" means those Shares in respect of which an Award Vests;
"Vesting Date" means the third anniversary of the Grant Date or, in respect only of an Award granted to an eligible employee under Rule 2 (Eligibility) who is not an executive director of the Company on the Grant Date, such other date determined by the Committee and approved by the Remuneration Committee (if different), in its discretion, under Rule 3.2 (Type of Award, Vesting Date, Holding Period and Dividend Equivalent); and
"Vesting Period" means the period starting on the Grant Date of an Award and ending on the Vesting Date of that Award.
An individual is eligible to be granted an Award only if he is an employee of a Participating Company.
Subject to Rule 3.5 (Timing of grant), Rule 3.6 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award on:
1 Awards to executive directors of the Company must be granted subject to a Performance Condition; however, an Award granted to an eligible employee who is not an executive director of the Company at grant may be granted without performance conditions. The same three year performance condition must apply to awards granted to executive directors. Different performance conditions, thresholds and targets may apply to awards granted to employees who are not executive directors of the Company at grant.
to any person who is eligible to be granted an Award under Rule 2 (Eligibility).
For the avoidance of doubt, an Award that is granted to an individual who is an executive director of the Company on the Grant Date must be granted subject to a Performance Condition.
On or before the Grant Date, the Committee shall determine:
The Committee may also determine at this time whether or not a Dividend Equivalent shall accrue and be paid on an Award provided that if the Committee makes no such determination on or prior to the Grant Date it may still decide whether or not a Dividend Equivalent shall apply to an Award provided that such determination is made before that Award Vests, in accordance with Rule 6.3 (Dividend Equivalent).
An Award shall be granted as follows:
Unless specified to the contrary by the Committee on the Grant Date or under Rule 9 (Cash alternative), an Award may be satisfied:
2 The Vesting Date of Awards to executive directors shall not be earlier than the third anniversary of the Grant Date. Awards granted to employees other than the Company's executive directors may vest earlier than the third anniversary of grant provided that this has been approved by the Remuneration Committee.
The Committee may decide to change the way in which it is intended that an Award granted as an Option or a Conditional Award may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).
To the extent that an Award is satisfied by the issue of new Shares those new Shares may not be issued at a price that is less than the nominal value per Share unless the Board is authorised to capitalise from the reserves of the Company a sum equal at least to the aggregate nominal value of the Shares to be allotted to satisfy the Award and to apply that sum in paying up such amount on such Shares.
Subject to Rule 3.6 (Approvals and consents), an Award may be granted:
but an Award may not be granted on or after 10 May 2026 (that is, the expiry of the period of 10 years starting on the date on which the Plan is approved by the shareholders of the Company in general meeting).
The grant of any Award shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.
An Award granted to any person:
An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.2) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
For the purposes of Rule 4.1:
For the purposes of determining the number of shares that have been allocated under this Rule 4 the Board may notionally adjust, on such basis as the Board determines, the number of shares or treasury shares that have been issued and which would normally count towards the limits under Rule 4.1 above in the event of any variation of the share capital of the Company, or a demerger, special dividend or other similar event that affects the market price of shares to a material extent, provided that such adjustments are fair and reasonable and are made on a consistent basis.
For the purposes of Rule 4.2:
the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and
(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.
Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.2 if institutional investor guidelines cease to require such Shares to be so counted.
(a) The maximum total market value of Shares (calculated as set out in this Rule ) over which Awards may be granted to any employee during any financial year of the Company (including awards granted under the Centaur Long Term Incentive Plan 2006 (if any) in the same financial year) is 100% of his salary (as defined in this Rule) unless Rule 4.5(b) below applies.
(b) If the Committee determines that exceptional circumstances exist, such as in relation to the recruitment or retention of an eligible employee, then the maximum total market value of shares (calculated as set out in this Rule) over which Awards may be granted to that employee during any financial year of the Company (including awards granted under the Centaur Long Term Incentive Plan 2006 (if any) in the same financial year) is 200% of his salary (as defined in this Rule).
For the purposes of this Rule 4.5:
Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.
No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option or the Vesting of any Conditional Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.2 and adjusted under Rule 4.3) to exceed the limits in Rules 4.1 (10 per cent. in 10 years limit) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.
Subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), an Award shall Vest on the later of:
except where earlier Vesting occurs on an Early Vesting Date under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events) and provided that, in the case of Conditional Awards only, if the date on which a Conditional Award is due to Vest under (a) or (b) above falls in a period when the Participant is prohibited or restricted from dealing in Shares for any reason (the "Prohibited Period"), that Participant's Conditional Award shall Vest on the first dealing day immediately following the end of the Prohibited Period when the Participant is authorised to deal in Shares unless the Committee, in its discretion, determines that the Award shall Vest as planned on the original date determined under (a) or (b) above.
An Award shall only Vest to the extent:
Where, under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events), an Award would (subject to the satisfaction of any Performance Condition) Vest before the end of the full period over which performance would be measured under any Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.
An Award shall not Vest unless and until the following conditions are satisfied:
3 Unless the Company determines otherwise, the Vesting of a Conditional Award and the exercise of an Option by a Participant who is subject a Holding Period is conditional upon that Participant entering into a section 431 election within 14 days of the date of acquisition of Shares. The purpose of the election is to ignore the no sale and transfer restrictions that attach to Shares in accordance with the Holding Period. This ensures that income tax and
(e) to the extent required by the Committee under Rule 3.2 (Type of Award, Vesting Date, Holding Period and Dividend Equivalent), the Participant has agreed to hold the Vested Shares to be acquired by him on the Vesting of a Conditional Award (less any Shares sold to pay the Tax Liability due on Vesting) in accordance with such terms determined by the Committee from time to time until the expiry of the relevant Holding Period applying to those Shares held under that Conditional Award, and otherwise in accordance with the terms of Rule 8 (Holding Period).
For the purposes of this Rule 5.3, references to Group Member include any former Group Member.
If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to his Award shall be reduced accordingly.
For the purposes of this Rule 5.4, references to Group Member include any former Group Member.
For the purposes of this Rule 5.5, references to Group Member include any former Group Member.
An Option shall, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercisable in respect of Vested Shares during the period commencing on the date on which the Option Vests and ending on the day before the tenth anniversary (or, in the case of a Participant who is resident for tax purposes in The Republic of Ireland, the day before the seventh anniversary) of the Grant Date (or such other shorter period as the Committee shall determine on or before the Grant Date) subject to it lapsing earlier under Rule 11 (Leavers) or Rule 12 (Corporate events).
NICs is calculated by reference to the full unrestricted closing middle market value of the Shares on the date of Vesting or exercise, as the case may be and that no further income tax or NICs is due on the expiry of the Holding Period.
On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule 5.5 (Payment of Tax Liability) and any arrangement made under Rules 5.3(b) and 5.3(c) (Restrictions on Vesting: regulatory and tax issues) or Rule 8 (Holding Period), transfer or procure the transfer of the Vested Shares to the Participant (or a nominee for him).
The Committee may decide on or at any time before the grant or Vesting of an Award that a Participant (or his nominee) shall be entitled to cash and/or Shares (as determined by the Committee) of a value determined by reference to the dividends that would have been paid on his Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the date of Vesting (or, where an Award is structured as an Option and the Shares under that Option are subject to a Holding Period, the date of expiry of the relevant Holding Period or if earlier the date of exercise of the Option). The Committee shall decide the basis on which the value of such dividends shall be calculated which may assume the reinvestment of dividends. Alternatively the Committee may agree to increase the number of Shares held under an Award by deeming dividends that would have been paid on such Shares in respect of dividend record dates occurring during the Dividend Equivalent Period to have been reinvested in additional Shares on such terms as the Committee shall decide.
The Committee, acting fairly and reasonably, may decide at any time to exclude the value of all or part of a special dividend or any other dividend from the amount of the Dividend Equivalent.
The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested Shares and:
An Option which has Vested may not be exercised unless the following conditions are satisfied:
jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the exercise of the Option;
For the purposes of this Rule 7.1, references to Group Member include any former Group Member.
An Option may be exercised in full or in multiples of 1,000 Shares unless the Board determines otherwise or it is being exercised to the full extent outstanding.
The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues), take effect only when the Company receives it, together with payment of any relevant Option Price (or, if the Board so permits, an undertaking to pay that amount).
4 Unless the Company determines otherwise, the exercise of an Option by a Participant who is subject a Holding Period is conditional upon that Participant entering into a section 431 election within 14 days of the date of acquisition of Shares. The purpose of the election is to ignore the no sale and transfer restrictions that attach to Shares in accordance with the Holding Period. This ensures that income tax and NICs is calculated by reference to the full unrestricted closing middle market value of the Shares on the date of Vesting or exercise, as the case may be and that no further income tax or NICs is due on the expiry of the Holding Period.
Group Member is required to pay and account to HM Revenue & Customs (or any other relevant authority or body).
For the purposes of this Rule 7.4, references to Group Member include any former Group Member.
As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 7.4 (Payment of Tax Liability) and any arrangement made under Rules 7.1(b) and 7.1(c) (Restrictions on exercise: regulatory and tax issues) or Rule 8 (Holding Period), transfer or procure the transfer to him (or a nominee for him) or, if appropriate, allot to him (or a nominee for him) the number of Shares in respect of which the Option has been exercised.
An Option which has become exercisable shall lapse at the end of the Exercise Period to the extent it has not been exercised unless it lapses earlier under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events).
This Rule 8 shall only apply to an individual chosen by the Committee under Rule 3.2(c) (Type of Award, Vesting Date, Holding Period and Dividend Equivalent), such individual being known for the purposes of this Rule 8 as the "relevant individual".
It is a condition of participation in the Plan that the relevant individual to whom this Rule 8 applies agrees:
from time to time (including a power of attorney or its equivalent) to give effect to the restrictions under this Rule 8.5
For the avoidance of any doubt, Vested Shares shall not be subject to any risk of forfeiture under this Rule 8 during the Holding Period; however, Vested Shares may be subject to Clawback in accordance with Rule 14 (Clawback).
Unless the Committee, in its discretion, determines otherwise and/or imposes a different Holding Period to the one set out in this Rule 8.3 the Vested Shares held, or acquired on the Vesting or exercise of an Award by a relevant individual to whom this Rule 8 applies shall be subject to a Holding Period that starts on the date of Vesting of the relevant Award and, subject to Rule 8.5 (Expiry of the Holding Period) ends on the earlier of:
For the avoidance of any doubt the Holding Period shall not apply to any Shares acquired on or after the fifth anniversary of the Grant Date.
during the relevant Holding Period provided that the person to whom the Shares (or an interest in the Shares) are to be transferred (the "relevant transferee") has agreed to comply with the terms of this Rule 8 and any other terms and conditions imposed or determined by the Committee, and the relevant transferee agrees not to sell, transfer, assign or dispose of those Vested Shares until the expiry of the relevant Holding Period.
5 Participants subject to the Holding Period must enter into a section 431 tax election on the vesting/exercise of their Awards to ensure that the Company can calculate and withhold tax on vesting/exercise by reference to the unrestricted market value of the shares at the time of vesting/exercise (i.e. ignore the no-sale restrictions under the Holding Period).
The Holding Period shall expire early on:
Vested Shares (or a proportion of them) shall cease to be subject to any restrictions under this Rule 8 once the relevant Holding Period applying to those Shares (or Option) has expired. As soon as reasonably practicable following the expiry of the relevant Holding Period the Board shall (to the extent relevant) transfer or procure the transfer of the legal title to the Vested Shares previously subject to that Holding Period and any documents of title relating to those Vested Shares to the relevant individual or his nominee, subject to any provision of Clawback under Rule 14 (Clawback).
The Holding Period and the provisions of this Rule 8 shall continue to apply to a relevant individual, and the Shares that they may acquire under an Award, on or after the date that the relevant individual ceases to be a director or employee of a Group Member under Rule 11.1 or 11.2, subject to the Holding Period expiring under Rule 8.5 (Expiry of the Holding Period).
Where an Option has been exercised or where a Conditional Award Vests and Vested Shares have not yet been allotted or transferred to the Participant (or his nominee), and either the Committee determines that, in its opinion, the circumstances are sufficiently exceptional or the Committee has agreed with the Participant that this Rule 9 shall apply, the Committee may determine that, in substitution for his right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of his right to acquire those Shares), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 9.3) of that number of Shares in accordance with the following provisions of this Rule 9.
Rule 9.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 9.1 would cause:
For the purpose of this Rule 9, the cash equivalent of a Share is:
Market value on any day shall be determined as follows:
Subject to Rule 9.5 (Share alternative), as soon as reasonably practicable after the Committee has determined under Rule 9.1 that a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Shares:
If the Committee so decides, the whole or any part of the sum payable under Rule 9.4 shall, instead of being paid to the Participant in cash, be applied on his behalf:
and the Company shall allot or transfer to him (or his nominee) or procure the transfer to him (or his nominee) of the Shares so subscribed for or purchased.
There shall be deducted from any payment under this Rule 9 such amounts (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.
An Award shall lapse:
If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by reason of:
then
an Award in the form of an Option which Vests under (i) or (ii) above may, subject to Rule 7.1 (Restrictions on exercise) and Rule 12 (Takeovers and other corporate events), be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.
If a Participant who holds an Option ceases to be a director or employee of a Group Member on or after the Normal Vesting Date for a reason specified in or permitted by the Committee under Rule 11.1 then, subject to Rule 7.1 (Restrictions on exercise) and Rule 12 (Takeovers and other corporate events), that Option shall continue to be exercisable for a period of 12 months commencing on the date of cessation (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.
If a Participant ceases to be a director or employee of a Group Member at any time for any reason other than those specified in Rules 11.1 to 11.2 (Good leavers) then any Award held by him shall lapse immediately on such cessation.
Where an Award Vests on or after a Participant ceasing to be a director or employee of a Group Member, the Committee shall determine the number of Vested Shares of that Award by the following steps:
unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under Rule 11.4(b) is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 11.4(a).
If an Award Vests under any of Rules 12.1 to 12.3 when the holder of that Award has ceased to be a director or employee of a Group Member then this Rule 11.4 shall take precedence over Rule 12.5.
A Participant shall not be treated for the purposes of this Rule 11 as ceasing to be a director or employee of a Group Member until such time as he is no longer a director or employee of any Group Member. If any Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to return to work while not acting as an employee or director.
The reason for the termination of office or employment of a Participant shall be determined by reference to Rules 11.1 to 11.3 regardless of whether such termination was lawful or unlawful.
If a Participant dies following cessation of employment in circumstances where his Award did not lapse but it has not Vested by the time of his death, the Committee may, in its discretion, determine that the Award shall Vest immediately on his death to the extent determined by reference to the time of cessation in accordance with Rule 11.1(ii).
An Award in the form of an Option that Vests under this Rule may, subject to Rule 7.1 (Restrictions on exercise) and Rule 12 (Takeovers and other corporate events), be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.
In accordance with Rule 8.6 (The Holding Period and Leavers), Rule 8 shall continue to apply to a Participant who is a relevant individual and subject to the provisions of Rule 8 and who subsequently ceases to be a director or employee of a Group Member.
In the event that any person (or group of persons acting in concert):
then, subject to Rule 12.4 (Internal reorganisations), the following provisions shall apply:
In the event that:
all Awards shall, subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues) and Rule 12.4 (Internal reorganisations), Vest on the date of such event if they have not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.
If an event as described in this Rule occurs then an Option may, subject to Rule 7.1 (Restrictions on exercise) and Rule 12.4 (Internal reorganisations), be exercised within one month of such event (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option is not exercised within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period.
If a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide that the following provisions shall apply:
(a) the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that, subject to earlier lapse under Rule 11 (Leavers), his Award Vests and, if relevant, his Option may, subject to Rule 7.6 (Lapse of Options) and Rule 11 (Leavers), be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event as the Committee may determine and shall (regardless of any other provision of the Plan) lapse at the end of that period to the extent unexercised;
In the event that:
then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 or Rule 12.2 but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award (including as to any Performance Condition) it replaces except that it will be over shares in the Acquiring Company or some other company.
The Rules will apply to any new award granted under this Rule 12.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.
If an Award Vests under any of Rules 12.1 to 12.3, the Committee shall determine the number of Vested Shares of that Award by the following steps:
unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under Rule 12.5(b) is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 12.5(a).
In the event of:
the Committee may make such adjustments as it considers appropriate under Rule 13.2 (Method of adjustment).
An adjustment made under this Rule shall be to one or more of the following:
An adjustment under Rule 13.2 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:
so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.
This Rule 14 shall apply to all Awards, but shall not apply after the Company is subject to an event described in Rule 12.1 (General Offers) or 12.2 (Schemes of arrangement and winding up) unless Awards are exchanged for new awards under Rule 12.4 (Internal reorganisations).
The Committee may decide at any time before the Vesting of an Award held by a Participant (the "relevant individual"), that the number of Shares subject to the Award shall be reduced (including, if appropriate, reducing to zero) if it forms the view that:
Any reduction of an Award pursuant to this Rule 14.2 shall take effect immediately prior to the Award Vesting unless the Committee decides it shall take effect at such earlier time as it decides.
The Committee may decide at any time within the period of three years starting on the date on which an Award Vests (provided that the Committee may extend this period if there is an ongoing investigation into circumstances relevant to the operation of this Rule 14) that the individual to whom the Award was granted (the "relevant individual") shall be subject to Clawback if:
resulted either directly or indirectly in that Award Vesting to a greater degree than would otherwise have been the case; or
Where Rule 14.2(a), 14.2(b), 14.3(a) and/or 14.3(b) applies, the Committee shall decide on the amount to be subject to Clawback which shall be all or part of the additional value which the Committee considers has been granted to, Vested and/or received by the relevant individual as referred to in those Rules and in deciding on such amount, the Committee may:
Where Rule 14.2(c) - (f) and/or 14.3(c) - (f) applies, the amount to be subject to Clawback shall be such amount as the Committee decides is appropriate.
Where Rule 14.2 applies, the Clawback shall be satisfied as set out in that Rule.
Where Rule 14.3 applies, the Clawback shall be satisfied as set out in Rules 14.5(a) and/or 14.5(b).
The Committee may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to zero) to give effect to a clawback provision of any form contained in any incentive plan (other than the Plan) or any bonus plan operated by any Group Member. The value of the reduction shall be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.
Except as described in Rule 15.2 (Shareholder approval) and Rule 15.4 (Alterations to disadvantage of Participants) the Committee may at any time alter the Plan or the terms of any Award.
Except as described in Rule 15.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 15.1 to the provisions concerning:
(a) eligibility;
without the prior approval by ordinary resolution of the members of the Company in general meeting.
Rule 15.2 (Shareholder approval) shall not apply to:
No alteration to the material disadvantage of Participants (other than a change to any Performance Condition) shall be made under Rule 15.1 to Awards held at the time the alteration becomes effective unless:
For the avoidance of any doubt this Rule 15.4 shall not apply to Awards that are granted after the alteration becomes effective.
The Committee may waive and replace, or vary and amend any Performance Condition without prior shareholder approval if:
The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from him ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.
In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan (including the rectification of errors and/or mistakes), the decision of the Committee shall be final and binding upon all persons.
The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.
All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.
Where Vested Shares are transferred to Participants (or their nominee), Participants shall be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer or release of such restrictions.
Any notice or other communication under or in connection with the Plan may be given:
Where a notice or document is sent to an eligible employee or Participant by ordinary or internal post, it shall be treated as being received 72 hours after it was put into the post properly addressed and, where relevant, stamped. In all other cases, the notice or document shall be treated as received when it is given. A notice or document sent to the Company shall only be effective once it is received by the Company, unless otherwise agreed by the Company. All notices and documents given or sent to the Company shall be given or sent at the risk of the sender.
No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.
Benefits provided under the Plan shall not be pensionable.
Each Participant consents to the collection, processing and transfer of his personal data for any purpose relating to the operation of the Plan. This includes:
The Board may establish further plans (outside the Plan) or schedules to the Plan for overseas territories, any such plan or schedules to be similar to the Plan, but modified to take account of local tax, exchange control or securities laws, provided that any shares made available under such further plans or schedules are treated as counting against the limits on individual and overall participation in the Plan.
The Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.
The Rules of the Centaur Media Long Term Incentive Plan 2016 shall apply to a right (a "Cash Conditional Award") to receive a cash sum granted or to be granted under this Schedule as if it was a Conditional Award, except as set out in this Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.
Subject to approval by shareholders at the 2025 AGM, the Company has proposed an incentive scheme for the grant of 'VCP Awards' to a number of key senior executives. This Schedule 2 sets out the rules of the Value Creation Plan, in its application to such awards which will take the form of a potential share of a cash pool.
| "Deferred Payment" | means a payment to a Participant in relation to a VCP Award, in accordance with Paragraph 5.1(c) (Payment of Vested Award Value); |
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| "Interim Payment" | means a payment to a Participant in relation to a VCP Award, in accordance with Paragraph 6 (Interim Payments); |
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| "Market Capitalisation" | means the market capitalisation of the Company as measured at a specified date and calculated by multiplying the Share Price by the total number of Shares in issue (not including treasury shares) at a specified date or during a specified period, unless the Committee considers it appropriate to calculate on an alternative basis in its absolute discretion; |
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| "Measurement Date" | any date on which the Total Pool and Vested Award Values (if any) are to be measured as set out in this Schedule 2; |
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| "Paragraph" | means a paragraph of this Schedule 2; | ||
| "Qualifying Distribution" | means a material cash distribution or return to holders of Shares (but not including an ordinary dividend); |
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| "Share of Pool" | means a potential share of the Total Pool (if any) under a VCP Award, expressed as a percentage and as specified by the Committee on the grant of such VCP Award; |
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| "Share Price" | means: | ||
| (a) the closing middle market quotation of Shares (as derived from the London Stock Exchange Daily Official List) on a dealing day or, if the Committee so determines, the average of the closing middle market quotations during a period determined by the Committee; or |
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| the price of the Shares as calculated by reference to such |
appropriate;
| "Shareholder Value" | means the | sum of: | |
|---|---|---|---|
| (a) | Market Capitalisation as calculated at the relevant Measurement Date; plus |
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| (b) | the total value of any returns received by the Company's shareholders during the VCP Performance Period, (calculated on a basis consistent with market standard TSR methodology unless the Committee determines otherwise); |
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| "Strategy Delivery" | means the successful delivery of positive TSR to shareholders during the VCP Performance Period, as determined by the Committee; |
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| "Total Pool" |
means a cash amount (if any) determined by the Committee in accordance with Paragraph 4 (Calculation of Total Pool and Vested Award Value); |
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| "TSR" | means the total shareholder return achieved by holders of Shares during a specified period as calculated by an independent financial information provider selected by the Committee from time to time by reference to Share Price performance and including any amounts paid to shareholders of the Company during such period including dividends, special dividends, tender offers or any other payments to shareholders as determined by the Committee in its absolute discretion; |
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| "VCP" | means the Centaur Media Value Creation Plan as set out in this Schedule 2 and amended from time to time; |
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| "VCP Award" |
means a conditional right to receive a cash sum granted or to be granted under this Schedule 2 and, unless otherwise specified in this Schedule 2, any reference to a VCP Award shall be interpreted as if it was a Conditional Award for the purpose of applying the Rules; |
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| "VCP Participant" |
means a person who holds or has held a VCP Award including his personal representatives; |
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| "VCP Performance Period" |
the period beginning on 8 May 2025 (being the date of the 2025 AGM) and ending on the third anniversary of such date or such shorter period as may apply under Paragraph 7 (Curtailment of VCP Performance Period); |
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| "Vest" | means, in relation to a VCP Award, the Vested Award Value is determined and an amount becomes capable of payment in accordance with the terms of this Schedule 2 and "Vesting" shall be construed accordingly; and |
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| "Vested Award Value" | accordingly. | means the carrying value of a VCP Award calculated in accordance with Paragraph 4 (Calculation of Total Pool and Vested Award Value) and "Interim Vested Award Value" and "Final Vested Award Value" shall be construed |
Subject to earlier Vesting under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events), a VCP Award may Vest:
Subject to Paragraph 4.2 (Maximum Total Pool) and Paragraph 7 (Curtailment of VCP Performance Period), the Total Pool shall be expressed as an amount in Pounds sterling and calculated on a Measurement Date using the following formula:
Total Pool = 6.5% x (End SV – Base SV)
where:
'Base SV means a Shareholder Value of £45.4m (being the implied Market Capitalisation using a reference Share Price of 30.0 pence per Share);
'End SV' means the Shareholder Value as at the relevant Measurement Date calculated as:
(iii) any adjustments approved by the Committee in respect of any variation of the share capital of the Company in accordance with Rule 15 (Alterations) or any other adjustment deemed appropriate by the Committee at its absolute discretion.
If the result of the above formula is a negative number, then the Total Pool shall be nil.
Notwithstanding Rule 4.1, the Total Pool will be capped at a maximum value of £2.46m (being the projected value of the Total Pool if the Company share price were to increase to 55 pence per share and assuming that no other distributions and/or returns are made to shareholders during the VCP Performance Period).
The Vested Award Value of a VCP Award shall be expressed as an amount in Pounds sterling and calculated as at a Measurement Date using the following formula:
Vested Award Value = Total Pool x Share of Pool
For the purpose of this Schedule 2:
Where, under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events), a VCP Award becomes capable of Vesting before the end of the VCP Performance Period as a result of the Committee determining that an Early Vesting Date has occurred, the VCP Performance Period shall end on the Early Vesting Date and the Committee shall determine the Total Pool and Vested Award Value up to such date on such reasonable basis as it decides which may include by reference to the value implied by a transaction relating to the Company.
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