Synectics plc (AIM: SNX), a leader in the design, integration and support of advanced security and surveillance systems, announces that on 10 May 2022 it altered the performance criteria of the previous awards of options made to the executive Directors of the Company in August 2020 (“Options”) over, in aggregate, 486,000 ordinary shares of 20p each in the Company (“Ordinary Shares”) details of which are set out below (“Revised Performance Criteria”).

The variation of the performance criteria was considered by the Remuneration Committee of the Board to be essential following the serious and prolonged impact of the COVID-19 pandemic on a substantial part of the Company’s customer base, and consequently on the Company’s results. This impact has made the achievement of the original performance criteria highly unrealistic, and therefore undermined the objectives behind the grant of the Options. The changes now implemented will, in the Remuneration Committee’s view, restore the function of the Options both in aiding retention of the Company’s executive Directors and incentivising them to achieve stretching financial targets in the interests of all Synectics’ shareholders.

The following awards were made to the executive Directors of the Company under its existing Performance Share Plan ("PSP") on 7 August 2020 (“Date of Grant”):

Options

The vesting period of the Options remains over an approximate five-and-a-half year period from the Date of Grant up to the announcement of the Company’s audited final results for the financial year ending 30 November 2025 and continues to be divided into three equal tranches, vesting after the Company’s next three, four and five full financial years respectively, depending on the achievement of the Revised Performance Criteria at each measurement date. The Options remain exercisable at nil cost and must be exercised within ten years of the Date of Grant.

Revised Performance Criteria

The performance criteria will now be measured according to the average of the Compound Annual Growth Rate (“CAGR”) of the Total Shareholder Return (“TSR”) and the CAGR of Adjusted Underlying Diluted Earnings Per Share (“EPS”) achieved by the end of each of the Company’s three relevant financial years, being respectively three, four and five financial years following the Date of Grant. The table below summarises the principal amendments made to the CAGR thresholds:

If this average is 20% (previously 25%) or more, 100% of that tranche of Options will vest. If this average is above 10% (previously 15%) and below, 20% (previously 25%), between 0% and 100% of the Options will vest (on a straight-line basis). 75% of any Options not vesting at the three-year and four-year vesting points may be carried forward to the following financial year. Any Options not vesting at the end of the five-year period will lapse.

The baseline for calculating the CAGR of TSR remains at £1.35 per share, and the baseline for calculating the CAGR of EPS remains at 11.87 pence per share (being the actual equivalent of the Company’s EPS in the financial year ended 30 November 2019). Although the total vesting periods for the Options remain unchanged, the periods over which the relevant CAGRs will be calculated will now commence from 30 November 2021, instead of from 7 August 2020 as provided in the original grants, to allow for the impact of the COVID-19 hiatus affecting a substantial part of the Company’s customer base.

The limit on the number of Ordinary Shares over which Options may be awarded, as set out above, remains unchanged.

Any entitlement under the PSP will lapse on cessation of employment prior to the end of the five-year vesting period, unless cessation of employment is by reason of redundancy, ill health or death.

Should the Revised Performance Criteria be met in full or in part, it is intended that the appropriate number of Options will be satisfied firstly from any unallocated Ordinary Shares already held within the Company's employee benefit trust with the balance to be satisfied from a new issue of Ordinary Shares.

Full details of the PSP were set out in the Company's Annual Report for the year ended 30 November 2021, copies of which are available on the Company’s website.

The executive Directors’ resulting interests in Ordinary Shares are as follows:

The interests of the executive Directors in share schemes set out in the table above comprises:

PSP

ExSop

ESAP

For further information, please contact:

Synectics plc
Claire Stewart, Company Secretary
Tel: +44 (0) 114 280 2828
www.synecticsplc.com
legalandsecretarial@synecticsplc.com

Shore Capital
Tom Griffiths / David Coaten
Tel: +44 (0) 207 408 4050