MAP MG Capital

RNS Number:3418P
MG Capital PLC
26 July 2005

                                 MG Capital Plc

                  The MG Capital Plc 2005 Share Option Scheme

                                Grant of options

The Board of Directors of MG Capital Plc ("the Company") has convened an
extraordinary general meeting of shareholders for 19 August 2005 to seek their
approval to the introduction of the MG Capital Plc 2005 Share Option Scheme ("
the Scheme"). In addition performance related share options are to be granted to
Charles Fowler, the Company's Managing Director, subject to the approval of
shareholders.

The remuneration policy of the Company for senior management and executives is
based on the principle of paying relatively moderate basic salaries augmented by
an option scheme for senior and key members of staff and by a bonus scheme
linked to appropriate performance criteria for both the senior management and
executives.  Through the schemes it is the company's purpose to incentivise its
key staff in a manner which is both appropriate from the shareholders'
perspective and attractive to the key executives.

It is intended that the Scheme will be approved by the HM Revenue & Customs and
will have an approved and an unapproved element. Under the approved element
(often known as a CSOP) optionholders will get tax benefits on options valued up
to #30,000 at the date of grant.  However, the Scheme also can be used to grant
unapproved options where the value of options granted exceeds the #30,000 cap
for approved options.

The main features of the approved element of the Scheme are as follows:-

*    to qualify for an approved option the optionholder must be
     an employee working not less than 25 hours per week

*    the option will not be transferable

*    the exercise price must be greater than the market value of
     the shares at the date of grant

*    performance related conditions of exercise may be imposed
     which must be satisfied before the option can be exercised

*    to qualify for the tax benefits the approved option cannot
     be exercised for three years

*    if an optionholder dies in service then the option may be
     exercised by its estate

*    if an optionholder ceases to be employed by reason of injury, ill-health, 
     disability, redundancy or retirement then the option may be exercised 
     within six months otherwise on leaving the option will lapse.


The unapproved element of the Scheme is more flexible and contains the following
variations:-


*    unapproved options may be granted to people who are not employees


*    the Company may exercise its discretion to allow transfers of options


*    there is no limit to the value of the unapproved options that may be 
     granted


Options for Charles Fowler



The Board intends to grant options pursuant to the Scheme to a number of senior
executives as soon as it has been approved by HM Revenue & Customs.  However it
is proposed to grant options to Charles Fowler, both within the CSOP and outside
that Scheme, and as Charles is a Director it is considered appropriate for such
options to be approved by shareholders.  An Option Agreement will therefore be
entered into between the Company and Charles Fowler, conditional upon
shareholders approval, the terms of which are as follows:-



(A)   Charles Fowler will be granted options over 470,000 ordinary shares
      (equal to 9% of the ordinary share capital of the Company) including 
      30,000 in the approved element of the Scheme;


(B)   the options will be exercisable at 100p at any time after the expiry
      of 3 years from the date of the General Meeting, but no later than  
      10 years;



(C)   the options may only be exercised if at the date of exercise the most
      recent audited consolidated profit and loss accounts for the Group 
      demonstrates that the Group has achieved a profit on ordinary activities 
      for the period.



The directors consider adoption of the Scheme to be in the best interest of
shareholders as a whole. The directors (other than Charles Fowler, who is
precluded from participating in the decision) also consider that, having
consulted with Nabarro Wells & Co. Limited, the Company's nominated adviser,
that the terms of the option agreement with Charles Fowler are fair and
reasonable insofar as its shareholders are concerned.

26 July 2005





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