VAN Vanco

RNS Number:4914T
Vanco PLC
30 April 2008


RNS Number:

Vanco plc

30 April 2008

Vanco plc (the "Company")

Proposed termination of share scheme

The Company has today despatched a circular to shareholders convening an
extraordinary general meeting on 16 May 2008 to approve the termination of the
Vanco Group Employee Incentive Scheme ("Share Scheme") by means of a reduction
of share capital and cancellation of share premium account of Vanco Group
Limited, a sub-holding company within the group. The reduction and cancellation
requires the approval of the High Court and a hearing has been set for 21 May
2008.

The Share Scheme was put in place shortly before the Company's admission to the
Official List of the London Stock Exchange in November 2001.

Under the Share Scheme, nil paid convertible deferred ordinary shares in Vanco
Group Limited ("VGL Shares") have been issued to employees at a subscription
price that has been determined by reference to the market value of the VGL
Shares by an independent share valuation expert. Some VGL Shares have been
transferred by the Vanco Group Employee Benefit Trust to employees fully paid,
at an acquisition price that has been determined in a similar manner.

The VGL Shares become exchangeable for ordinary shares in the Company ("Vanco
Shares") dependent on the continuous employment of the individual and, in
certain cases, the achievement of performance criteria. On vesting, the
individual employee is obliged to pay the subscription price for the VGL Shares
(or the acquisition price in the case of fully paid shares) which are then
exchanged for new Vanco Shares at a pre-determined ratio of 0.433968 Vanco
Shares for each VGL Share.

Following the drop over the last few months in the market price of Vanco Shares,
a large number of employees in the Vanco Group are now in a position where the
subscription price (or acquisition price) they are obliged to pay for their VGL
Shares under the terms of the Share Scheme is far greater than the value of
Vanco Shares they would receive on vesting.

The incentivisation and motivation of Vanco staff, at a time when the Vanco
share price is low, is, in the opinion of the Directors, critical to the future
success of the Company. The Directors believe that this situation could have a
very detrimental impact on staff morale, which could in turn have a negative
impact on the business as a whole.

Having looked at other alternatives, the Directors believe that it would be in
the best interests of the Company to cancel all the VGL Shares by means of a
reduction of capital approved by the High Court. This would result in no future
vestings of VGL Shares under the Share Scheme. As a result, the VGL Shares in
the Share Scheme would be cancelled, the employees' obligation to pay the
subscription price or acquisition price for the VGL Shares would not apply (and
would not therefore be received by VGL) and the new Vanco Shares that would have
been allotted to employees on vesting would no longer be available (thus
reducing dilution).

In the interests of staff motivation it is the intention of the company to
introduce alternative incentive arrangements in due course subject to
shareholder approval.

Copies of the circular to shareholders, notice of meeting and proxy card will be
available for inspection shortly at the Document Viewing Facility of the UK
Listing Authority, which is situated at: The Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E14 5HS.

Copies of the circular may also be obtained from the Company's registered
office: Units 1&2, Great West Plaza, Riverbank Way, Brentford, Middlesex TW8
9RE. It is also available on the Company's web site.


Steve Dyde - Company Secretary

T - 0208 636 1700




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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