DOW
23/05/2014 17:29
RELINT
REL: 1729 HRS Downer EDI Limited
RELINT: DOW: Change in 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 21 October 2013
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.
820,661 ordinary shares held by CPU Share Plans Pty Ltd (Trustee of the
Downer EDI Limited Deferred Employee Share Plan)
445,682 performance rights, each representing a right to one ordinary share.
Date of change 21 May 2014
No. of securities held prior to change 346,061 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.
Mr Fenn has a relevant interest in the ordinary shares 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) 945,201 ordinary shares
comprising of:
1. 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.
2. 2012 LTI Plan
464,996 ordinary shares, comprising two tranches of 232,498 shares each. One
tranche has a relative TSR performance hurdle for the three years to 31
December 2014. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2014. A continued
employment condition to 31 December 2015 applies to both tranches.
445,682 performance rights, each representing a right to one ordinary share.
The grant is comprised of two tranches of 222,841 performance rights each.
One tranche has a relative TSR performance hurdle for the three years to 31
December 2015. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2015. A continued
employment condition to 31 December 2016 applies to both tranches.
Class Ordinary
Number acquired Nil
Number disposed 470,601 shares granted to Mr Fenn under the LTI Plan (2011
Plan) 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 346,061 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.
Mr Fenn has a relevant interest in the ordinary shares through being able to
direct the trustee to vote the shares until they are transferred from the
trust following vesting or are forfeited.
474,600 ordinary shares comprising of:
1. 2011 LTI Plan
9,604 ordinary shares have met the relevant performance hurdles. A continued
employment condition to 31 December 2014 applies to these shares.
2. 2012 LTI Plan
464,996 ordinary shares, comprising two tranches of 232,498 shares each. One
tranche has a relative TSR performance hurdle for the three years to 31
December 2014. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2014. A continued
employment condition to 31 December 2015 applies to both tranches.
445,682 performance rights, each representing a right to one ordinary share.
The grant is comprised of two tranches of 222,841 performance rights each.
One tranche has a relative TSR performance hurdle for the three years to 31
December 2015. The other tranche has a compound annual EPS growth rate
performance hurdle for the three years to 31 December 2015. A continued
employment condition to 31 December 2016 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
470,601 shares granted to Mr Fenn under the LTI Plan (2011 Plan) 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:00250842 For:DOW Type:RELINT Time:2014-05-23 17:29:24
(20min delay)