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

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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

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 />

73

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