Annual Report for the year ended 31 December 2008
Annual Report for the year ended 31 December 2008 Annual Report for the year ended 31 December 2008
36. Post BalanCe sHeet eVents on 6 March 2009, The evolution Group plc, the parent company of escl, entered into an investment agreement with First eastern Financial holdings limited (“First eastern”). under the terms of the investment Agreement First eastern and The evolution Group plc will between them invest an aggregate £900,000 by way of a subscription for new ordinary shares in escl. on 1st April 2009, the company announced the completion of the investment which included subscription for shares whereby First eastern now holds 51% of the ordinary share capital of escl, with the company holding approximately 48.5%. The balance will be held by those existing minority shareholders who elect to retain their interests, although an opportunity is being provided for those minority shareholders to realise their investment on completion of the investment Agreement, should they so wish. Although First eastern will have a majority shareholding, The evolution Group plc will continue to be represented on the Board of escl. The new shares represent 90% of the enlarged issued share capital. in addition to the funds now being invested, each of First eastern and The evolution Group plc will enter into a financial commitment to escl pursuant to which they may each be called upon (at the discretion of the escl Board) to provide an aggregate of up to £500,000 by way of additional funding in each of the three years following completion of this transaction on the basis of 51% from First eastern and 49% from The evolution Group plc. The financial effect this transaction will have on the future profits and losses of the Group cannot be accurately estimated. it is expected that once the transaction is completed the Group’s remaining investment in escl will be classified as an investment in associate. 37. Related PaRtY tRansaCtions The following transactions were carried out with related parties: i) Intra-Group trading The company has per iAs 24 not disclosed transactions or balances between Group entities that have been fully eliminated on consolidation. The company has invested £225,000 in the WDB capital uK equity Fund limited, a fund managed by WDB capital limited, a company which is a wholly owned subsidiary of the Group. in the prior year the company invested £10,000,000. The fair value of this holding at the year end is £11,651,145. ii) key management compensation The compensation paid to key management is detailed below. Key management has been determined as the executive management teams of the Group operating subsidiaries who are also the Directors of those subsidiaries, and Group Directors. 2008 2007 £'000 £'000 REMuNERATION IN RESPECT OF DIRECTORS: salaries and short-term employee benefits 5,503 4,221 social security costs 704 540 Gains made on exercise of share options 1,321 2,374 share option expense 3,394 3,247 10,922 10,382 An analysis of all Directors’ remuneration may be found in the Directors’ remuneration report on pages 31 to 38. iii) Debenture During 2002, a Director of the company, Alex snow, purchased a debenture at Twickenham rugby club for a term of 10 years. The debenture was paid for by the Group to the value of £26,000. The balance outstanding at 31 December 2008 was £10,065. (2007: £12,881). An agreement is in place that requires the remaining portion of the debenture to be repaid by the Director should he leave prior to the end of the ten year term. The debenture is used to facilitate the entertainment of clients. iv) Dealings with Directors other than the dealings referred to the above there are no other dealings the Group had with companies in which any of the key management, or persons connected to them, is a Director. notes to tHe FinanCial statements CONTINuED FOR THE YEAR ENDED 31 DECEMBER 2008 72 The evoluTion Group plc AnnuAl reporT & AccounTs 2008
38. emPloYee sHaRe sCHemes Movements in the number of share options and their weighted average exercise prices are as follows: notes to tHe FinanCial statements CONTINuED FOR THE YEAR ENDED 31 DECEMBER 2008 2008 2007 Average exercise price Outstanding Average exercise price Outstanding (pence per share) options (pence per share) options At 1 January 23.20 28,667,197 25.04 27,992,334 Granted 1.00 7,352,362 1.00 8,535,410 exercised 4.38 (6,501,121) 4.15 (4,316,021) Forfeited 5.72 (1,950,066) 7.75 (3,544,526) AT 31 DECEMBER 22.93 27,568,372 23.20 28,667,197 The weighted average market price of the shares issued during the year upon exercise was £1.01 (2007: £1.41). The date range over which the above options may be exercised is described in the relevant scheme details below. The overall weighted average life of the remaining options is 6.95 years (2007: 7.34 years). All options in the above table have a life from grant of 10 years. options under the share incentive schemes are valued using a Black-scholes model adjusted for dividends according to those declared by the company. The company estimates the number of options likely to vest and expenses that value over the relevant period. volatility has been estimated by taking the historical volatility in the company’s share price over a three year period. in the case of awards of call rights, which have an exercise price of 1p per ordinary share, the fair value is based on the market value at the time of grant discounted by the dividend yield over the expected life. The number of options and share awards outstanding by issue date and exercise price, together with the vesting periods, the fair values, and the assumptions used to calculate it, and the actual remaining contractual life as at 31 December 2008 are as follows: EVG 2006 EVG 2002 EVG 2001 EVG 2000 Performance Share Executive Share Executive Share Executive Share plan Option Scheme Option Scheme Option Scheme Grant dates (1) 09/06/06-26/01/07 29/04/02-30/12/08 29/06/01-03/11/06 11/05/01 Weighted average market value at grant date (pence) 144.85 122.46 103.80 58.67 Weighted average exercise price (pence) n/A 1.00 93.42 58.67 number of awards outstanding 25,000,000 19,863,532 4,613,275 3,091,565 vesting period (months) 29-37 4-36 24-36 16-36 expected share price volatility (%) 24.74-38.27 n/A 0-73 n/A Dividend yield (%) 0.84 1.14 0.48 n/A Average life remaining (years) n/A 8.00 5.50 2.36 number of options/awards expected to vest n/A 100% 100% 100% Average fair value per option/award granted (pence) 46.55 118.79 27.32 n/A income statement charge (£) 436,000 11,180,000 113,000 – note (1) represents the period since when the performance condition (as described below) can be met at which point all awards meet the vesting criteria. in the above table evG refers to The evolution Group plc. 73
- Page 23 and 24: share capital Details of the change
- Page 25 and 26: The Directors consider that in prep
- Page 27 and 28: The Chief Executive, Alex snow, is
- Page 29 and 30: The Committee observed that during
- Page 31 and 32: appropriate and comprehensive proce
- Page 33 and 34: The Board has delegated to the Remu
- Page 35 and 36: The concept of a bonus ceiling does
- Page 37 and 38: non-executive directors Non-executi
- Page 39 and 40: On 8 April 2009, Alex snow was awar
- Page 41 and 42: We have audited the Consolidated Fi
- Page 43 and 44: ASSETS 2008 2007 Note £’000 £
- Page 45 and 46: 2008 2007 £’000 £’000 (loss)/
- Page 47 and 48: shareholding of more than one half
- Page 49 and 50: ) Distribution channels and custome
- Page 51 and 52: (b) Share-based plans The Group’s
- Page 53 and 54: Risk Reporting The Group Board rece
- Page 55 and 56: Neither past Past due but not impai
- Page 57 and 58: By business segment (continued) The
- Page 59 and 60: 6. otHeR inCome Restated 2008 2007
- Page 61 and 62: 11. aUditoRs’ RemUneRation During
- Page 63 and 64: 14. inCome taX eXPense (CONTINuED)
- Page 65 and 66: 18. intanGiBle assets notes to tHe
- Page 67 and 68: 20. deFeRRed inCome taX (CONTINuED)
- Page 69 and 70: 24. tRadinG PoRtFolio assets notes
- Page 71 and 72: 31. Consolidated moVement in sHaReH
- Page 73: 33. CasH FloW FRom oPeRatinG aCtiVi
- Page 77 and 78: 38. emPloYee sHaRe sCHemes (CONTINu
- Page 79 and 80: THE EVOLuTION GROuP PLC PARENT COMP
- Page 81 and 82: ASSETS ComPanY BalanCe sHeet AS AT
- Page 83 and 84: statement oF ReCoGnised inCome and
- Page 85 and 86: 1. aCCoUntinG PoliCies (CONTINuED)
- Page 87 and 88: 2. FinanCial instRUments and RisK m
- Page 89 and 90: 2. FinanCial instRUments and RisK m
- Page 91 and 92: 5. inVestment in sUBsidiaRies notes
- Page 93 and 94: 10. CasH and CasH eQUiValents 2008
- Page 95 and 96: 17. Post BalanCe sHeet eVents There
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- Page 99 and 100: 19. emPloYee sHaRe sCHemes (CONTINu
- Page 101 and 102: FoR YoUR notes 99
- Page 103 and 104: DesiGneD AnD proDuceD BY BesT&co. l
38. emPloYee sHaRe sCHemes<br />
Movements in <strong>the</strong> number of share options and <strong>the</strong>ir weighted average exercise prices are as follows:<br />
notes to tHe FinanCial statements CONTINuED<br />
FOR THE YEAR ENDED <strong>31</strong> DECEMBER <strong>2008</strong><br />
<strong>2008</strong> 2007<br />
Average exercise price Outstanding Average exercise price Outstanding<br />
(pence per share) options (pence per share) options<br />
At 1 January 23.20 28,667,197 25.04 27,992,334<br />
Granted 1.00 7,352,362 1.00 8,535,410<br />
exercised 4.38 (6,501,121) 4.15 (4,<strong>31</strong>6,021)<br />
Forfeited 5.72 (1,950,066) 7.75 (3,544,526)<br />
AT <strong>31</strong> DECEMBER 22.93 27,568,372 23.20 28,667,197<br />
The weighted average market price of <strong>the</strong> shares issued during <strong>the</strong> <strong>year</strong> upon exercise was £1.01 (2007: £1.41).<br />
The date range over which <strong>the</strong> above options may be exercised is described in <strong>the</strong> relevant scheme details below. The overall weighted average life of <strong>the</strong><br />
remaining options is 6.95 <strong>year</strong>s (2007: 7.34 <strong>year</strong>s).<br />
All options in <strong>the</strong> above table have a life from grant of 10 <strong>year</strong>s.<br />
options under <strong>the</strong> share incentive schemes are valued using a Black-scholes model adjusted <strong>for</strong> dividends according to those declared by <strong>the</strong> company.<br />
The company estimates <strong>the</strong> number of options likely to vest and expenses that value over <strong>the</strong> relevant period. volatility has been estimated by taking <strong>the</strong><br />
historical volatility in <strong>the</strong> company’s share price over a three <strong>year</strong> period.<br />
in <strong>the</strong> case of awards of call rights, which have an exercise price of 1p per ordinary share, <strong>the</strong> fair value is based on <strong>the</strong> market value at <strong>the</strong> time of grant<br />
discounted by <strong>the</strong> dividend yield over <strong>the</strong> expected life.<br />
The number of options and share awards outstanding by issue date and exercise price, toge<strong>the</strong>r with <strong>the</strong> vesting periods, <strong>the</strong> fair values, and <strong>the</strong> assumptions<br />
used to calculate it, and <strong>the</strong> actual remaining contractual life as at <strong>31</strong> <strong>December</strong> <strong>2008</strong> are as follows:<br />
EVG 2006 EVG 2002 EVG 2001 EVG 2000<br />
Per<strong>for</strong>mance Share Executive Share Executive Share Executive Share<br />
plan Option Scheme Option Scheme Option Scheme<br />
Grant dates (1) 09/06/06-26/01/07 29/04/02-30/12/08 29/06/01-03/11/06 11/05/01<br />
Weighted average market value at grant date (pence) 144.85 122.46 103.80 58.67<br />
Weighted average exercise price (pence) n/A 1.00 93.42 58.67<br />
number of awards outstanding 25,000,000 19,863,532 4,613,275 3,091,565<br />
vesting period (months) 29-37 4-36 24-36 16-36<br />
expected share price volatility (%) 24.74-38.27 n/A 0-73 n/A<br />
Dividend yield (%) 0.84 1.14 0.48 n/A<br />
Average life remaining (<strong>year</strong>s) n/A 8.00 5.50 2.36<br />
number of options/awards expected to vest n/A 100% 100% 100%<br />
Average fair value per option/award granted (pence) 46.55 118.79 27.32 n/A<br />
income statement charge (£) 436,000 11,180,000 113,000 –<br />
note<br />
(1) represents <strong>the</strong> period since when <strong>the</strong> per<strong>for</strong>mance condition (as described below) can be met at which point all awards meet <strong>the</strong> vesting criteria.<br />
in <strong>the</strong> above table evG refers to The evolution Group plc.<br />
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