Director/PDMR Shareholding & Issue of Equity

 
TIDMQDG 
 
8 July 2009 
 
                        Quadnetics Group plc 
                   ("Quadnetics" or the "Company") 
 
  Allotment of Shares to new Group Executive Shared Ownership Plan 
 
 
Quadnetics Group plc, a leader in the design, integration and control 
of advanced CCTV and networked video surveillance systems,  announces 
that it has instituted  a new Group  Executive Shared Ownership  Plan 
("the ExSOP") to replace its  existing executive long term  incentive 
plan ("the existing  LTIP"), and  has allotted  462,310 new  Ordinary 
Shares of 20p ("the New Shares") to the corporate trustee of the  new 
plan. 
 
In line with the appointment of a new Chief Executive, and the  Group 
re-organisation announced on 16 June 2009, the objective of the ExSOP 
is to  create  incentives  for  the  top  40-50  senior  managers  of 
Quadnetics which  will  provide meaningful  rewards  for  exceptional 
performance over  the next  three  to five  years in  delivering  the 
Company's goals. 
 
Under the provisions of  the ExSOP, shares  ("the ExSOP Shares")  are 
jointly owned by nominated senior employees and by a recently  formed 
employees' share trust, on terms,  similar to a share option  scheme, 
whereby the value of appreciation in the Company's share price over a 
minimum three year period accrues to the relevant employee,  provided 
the Company meets certain performance thresholds. In summary, none of 
the awarded ExSOP shares will vest unless the total return (dividends 
plus share price appreciation) on Company's shares is better than the 
performance of the  FTSE AIM All  Share Total Return  Index over  the 
three-year period  from award.  The  shares will  vest fully  if  the 
Company's performance beats  the index by  more than five  percentage 
points over that period, with pro rata vesting for out performance up 
to five percent.  The performance thresholds  are identical to  those 
under the existing LTIP. 
 
The New Shares  were allotted  at GBP1.475 each,  being the  mid-market 
price of  the  Company's Ordinary  Shares  immediately prior  to  the 
allotment. The substantial majority  of the funding for  subscription 
for the New Shares was provided by a loan facility to the share trust 
by the Company.  It is  intended that  this loan  will ultimately  be 
repaid following a sale  of the ExSOP Shares  in the market once  the 
three-year qualification requirements  and performance criteria  have 
been met. Full details of the ExSOP will be set out in the  Company's 
Annual Report for the year ended 31 May 2009 to be issued in October. 
 
In addition the corporate  trustee of the new  plan has acquired  1.4 
million Shares held  in the existing  LTIP at a  price of GBP1.475  per 
share, again financed by the loan facility provided by the Company. 
 
As a result  of the allotment  of the New  Shares referred to  above, 
together with the purchase  of Shares held in  the existing LTIP  the 
following directors have acquired an interest in the following number 
of shares: 
 
 
+-------------------------------------------------------------------+ 
|           |                       |         |           |    % of | 
|           |                       |  No. of | Resultant |  issued | 
|           |                       |  Shares |     total |   share | 
| Director  | Position              | awarded |  interest | capital | 
|-----------+-----------------------+---------+-----------+---------| 
| John      | Chief Executive       | 370,338 |   370,338 |   2.13% | 
| Shepherd  |                       |         |           |         | 
|-----------+-----------------------+---------+-----------+---------| 
| Russ      | Strategic Development | 250,000 |   589,800 |   3.40% | 
| Singleton | Director              |         |           |         | 
|-----------+-----------------------+---------+-----------+---------| 
| Nigel     | Finance Director      | 200,000 |   213,000 |   1.23% | 
| Poultney  |                       |         |           |         | 
+-------------------------------------------------------------------+ 
 
 
In order  that the  existing LTIP  can be  closed and  wound up,  the 
Company's Remuneration Committee has in addition authorised the issue 
of 93,243 ExSOP shares to  David Coghlan, Chairman of Quadnetics,  in 
exchange for him surrendering 120,000 shares under the existing  LTIP 
that will vest on 12 July 2009 (the applicable performance conditions 
having been met  in full).  As a  result, the  total shareholding  in 
which Mr Coghlan  has an  interest has reduced  to 2,084,118  shares, 
representing 12.00% of the issued share capital. This interest  under 
the existing LTIP was exceptionally granted to Mr Coghlan in 2006  in 
recognition  of  an   extended  period  of   executive  activity   in 
evaluating, negotiating and concluding three acquisitions made by the 
Company in  2004 and  2005. Although  Mr Coghlan's  shares under  the 
existing  LTIP  have  already  effectively  vested,  his  replacement 
interest under  the ExSOP  will only  vest if  the ExSOP  performance 
conditions described above are met over the coming three years. 
 
Application will be made for the 462,310 New Shares to be admitted to 
AIM and it is expected that  admission will occur on Tuesday 14  July 
2009. 
 
 
Enquiries: 
 
Peter Rae                              Tel: [phone] 
Senior Independent Non-Executive Director 
 
David Coghlan                       Tel: [phone] 
Chairman 
[e-mail] 
 
 
Neil Baldwin 
Brewin Dolphin                      Tel: [phone] 
[e-mail] 
 
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This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement.