DOW
04/04/2012 14:25
RELINT
REL: 1425 HRS Downer EDI Limited
RELINT: DOW: Change of Director's Interest Notice
Appendix 3Y
Change of Director's Interest Notice
Information or documents not available now must be given to ASX as soon as
available. Information and documents given to ASX become ASX's property and
may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity Downer EDI Limited
ABN 97 003 872 848
We (the entity) give ASX the following information under listing rule 3.19A.2
and as agent for the director for the purposes of section 205G of the
Corporations Act.
Name of Director Grant Anthony Fenn
Date of last notice 6 October 2011
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available
by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of
the definition of "notifiable interest of a director" should be disclosed in
this part.
Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
986,442 held by CPU Share Plans Pty Ltd (Trustee of the Downer EDI Limited
Deferred Employee Share Plan)
Date of change 2 April 2012
No. of securities held prior to change 265,102 ordinary shares.
In addition, the following share grants have been made to Mr Fenn under the
long term incentive plan. These shares were acquired by the company under the
plan. None of the shares below have met either the performance or service
hurdle outlined below (other than tranche 1 of the 2009 plan comprising
80,959 shares).
Mr Fenn has a relevant interest through being able to direct the trustee to
vote the shares until they are transferred from the trust following vesting
or are forfeited.
No. of securities held prior to change (continued) 786,107 ordinary shares
comprising of:
1. 2009 LTI Plan
210,492 ordinary shares in three tranches of 80,959, 64,767 and 64,766 with a
performance condition of meeting a relative TSR hurdle for the period that is
ten trading days after the announcement of the 2008 half year results to ten
trading days after announcements of the half year results for the periods
ended 31 December 2009, 31 December 2010 and 31 December 2011 respectively. A
single re-test is available for each tranche.
A continued employment condition applies to each tranche and requires Mr Fenn
to remain employed at 31 December 2010, 31 December 2011 and 31 December 2012
respectively. The first tranche met both the performance and service
conditions and the Board approved vesting of the 64,767 shares on 25 February
2011. The second tranche failed to meet the performance condition and is
subject to a single re-test over an extended performance period to the
trading days after announcement of the half year results for the period ended
31 December 2011.
2. 2010 LTI Plan
95,410 ordinary shares, comprising two tranches of 47,705 shares each. One
tranche has a relative TSR performance hurdle for the three years to 31
December 2012. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2012. A continued
employment condition to 31 December 2013 applies to both tranches.
3. 2011 LTI Plan
480,205 ordinary shares, comprising two tranches of 240,102.5 shares each.
One tranche has a relative TSR performance hurdle for the three years to 31
December 2013. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2013. A continued
employment condition to 31 December 2014 applies to both tranches.
Class 4. 2010 LTI Plan
95,410 ordinary shares, comprising two tranches of 47,705 shares each. One
tranche has a relative TSR performance hurdle for the three years to 31
December 2012. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2012. A continued
employment condition to 31 December 2013 applies to both tranches.
5. 2011 LTI Plan
480,205 ordinary shares, comprising two tranches of 240,102.5 shares each.
One tranche has a relative TSR performance hurdle for the three years to 31
December 2013. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2013. A continued
employment condition to 31 December 2014 applies to both tranches.
Number acquired Nil
Number disposed 64,767 shares granted to Mr Fenn under the 2009 LTI Plan
(being tranche 2) have not met the relevant performance hurdles and the
shares have been forfeited.
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
Not applicable
No. of securities held after change 265,102 ordinary shares.
In addition, the following share grants have been made to Mr Fenn under the
long term incentive plan. These shares were acquired by the company under the
plan. None of the shares below have met either the performance or service
hurdle outlined below (other than tranche 1 of the 2009 plan comprising
80,959 shares).
Mr Fenn has a relevant interest through being able to direct the trustee to
vote the shares until they are transferred from the trust following vesting
or are forfeited.
721,340 ordinary shares comprising of:
1. 2009 LTI Plan
145,725 ordinary shares.
The grant comprises three tranches of 80,959, 64,767 and 64,766 shares with a
performance condition of meeting a relative TSR hurdle for the period that is
ten trading days after the announcement of the 2008 half year results to ten
trading days after announcements of the half year results for the periods
ended 31 December 2009, 31 December 2010 and 31 December 2011 respectively. A
single re-test is available for each tranche.
A continued employment condition applies to each tranche and requires Mr Fenn
to remain employed at 31 December 2010, 31 December 2011 and 31 December 2012
respectively. The first tranche met both the performance and service
conditions and the Board approved vesting of the 64,767 shares on 25 February
2011. The second tranche failed to meet the performance condition over either
the initial or extended performance period and was forfeited. The third
tranche failed to meet the performance condition and is subject to a single
re-test over an extended performance period to the period ten trading days
after announcement of the half year results for the period ended 31 December
2012.
No. of securities held after change (continued) 2. 2010 LTI Plan
95,410 ordinary shares, comprising two tranches of 47,705 shares each. One
tranche has a relative TSR performance hurdle for the three years to 31
December 2012. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2012. A continued
employment condition to 31 December 2013 applies to both tranches.
3. 2011 LTI Plan
480,205 ordinary shares, comprising two tranches of 240,102.5 shares each.
One tranche has a relative TSR performance hurdle for the three years to 31
December 2013. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2013. A continued
employment condition to 31 December 2014 applies to both tranches.
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back 64,767
shares granted to Mr Fenn under the 2009 LTI Plan (being tranche 2) have not
met the relevant performance hurdles and the shares have been forfeited.
Part 2 - Change of director's interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of
the definition of "notifiable interest of a director" should be disclosed in
this part.
Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which interest related prior to change
Note: Details are only required for a contract in relation to which the
interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated
valuation
Interest after change
Part 3 - +Closed period
Were the interests in the securities or contracts detailed above traded
during a +closed period where prior written clearance was required? No
If so, was prior written clearance provided to allow the trade to proceed
during this period?
If prior written clearance was provided, on what date was this provided?
End CA:00221564 For:DOW Type:RELINT Time:2012-04-04 14:25:36
(20min delay)