TTS Total Systems

RNS Number:9056S
Total Systems PLC
20 October 2005


20 October 2005

Total Systems plc

Proposed new share option schemes

Total Systems plc (the "Company") has today posted a circular to its
shareholders convening an extraordinary general  meeting to propose the adoption
of new share option schemes.  The full text of the chairman's letter is set out
below.   The circular is also being lodged with the FSA's Document Viewing
Facility at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS

Tel:  020 7066 1000

"Introduction

Your Board of Directors ("Board") proposes to establish a new share plan called
an Enterprise Management Incentive Plan ("EMI Plan") and an Unapproved Share
Option Scheme ("Unapproved Scheme") for directors and key executives.

The Board believes that one of the Company's most valuable assets are its
employees and that in the competitive market in which the Company operates key
staff need to be incentivised appropriately. In addition, the Company requires
the ability to attract and retain high quality people as key executives if it is
to support its strategy for the future growth of the business.

The Board therefore considers it appropriate to introduce the EMI Plan and the
Unapproved Scheme to encourage commitment from directors and key executives
going forward and to help ensure that their interests are aligned with the
interests of shareholders.

These proposals require the approval of the shareholders of the Company. Further
details of the proposal are set out below. You will find at the end of this
document a notice convening an Extraordinary General Meeting to be held at 10.00
a.m. on Wednesday 16 November 2005 at Total Systems plc, 394 City Road, London
EC1V 2QA at which resolutions will be proposed to approve both the EMI Plan and
the Unapproved Scheme.

The EMI Plan

The Chancellor introduced the EMI Plan as a means of enabling smaller,
entrepreneurial companies to recruit and retain employees who have the skills to
help them grow and succeed. They are also a way of rewarding employees for
taking a risk by investing their time and skills to help small companies achieve
their potential. EMI options enable entrepreneurial companies to offer a tax
efficient method of acquiring their shares.

The total value of shares that can be placed under EMI options by any company is
currently #3 million. An individual employee may hold EMI options over shares
with a market value of up to #100,000. This #100,000 limit will be reduced to
the extent that an individual already holds Inland Revenue approved options
under any other approved discretionary share option scheme operated by the
Company.

The EMI Plan is intended to incentivise directors and key executives and is
designed to align the motivation of key executives with the interests of
shareholders and to link their reward with the performance of the Company's
share price.

Subject to the EMI Plan being approved by shareholders and adopted, the Board
has conditionally approved the grant of an option over 240,960 ordinary shares
to each of Clive Dutton (Operations Director), Colin Fox (Sales Director),
Granville Harris (Finance Director), Arthur Weber (Technical Director) and Neale
Stuart Davies (Financial Controller). These options will be granted at a price
of forty one and a half pence (41.5p) per share, such price representing the
closing mid market price on the London Stock Exchange on the last working day
prior to the day that the Board gave its conditional approval for the grant.
Additionally the Board has conditionally approved the grant of an option to
Colin Fox over 300,000 ordinary shares under an Unapproved Scheme at a price of
forty one and a half pence (41.5p) per share.

It is proposed that Options under the EMI plan may not be exercised less than
three (3) years or more than ten (10) years from the date of grant but may
otherwise be exercised either partially or in full according to the following
performance criteria:

Colin Fox

One hundred per cent (100%) exercisable if the mid-market price of the Company's
shares as quoted on the London Stock Exchange at the close of business on the
last working day prior to exercise is not less than one pound and fifty pence
(#1.50) per five pence (5p) ordinary share.

Clive Dutton, Granville Harris, Arthur Weber and Neale Stuart Davies

a) The Option may be exercised partially, subject to not exceeding a cumulative
   maximum of fifty per cent (50%) of the total number of shares specified in 
   the grant, if the mid-market price of the Company's shares as quoted on the 
   London Stock Exchange at the close of business on the last working day prior 
   to exercise is not less than one pound and fifty pence (#1.50) per five pence
   (5p) ordinary share.

b) The Option may be exercised partially, subject to not exceeding a cumulative
   maximum of seventy five per cent (75%) of the total number of shares 
   specified in the grant, if the mid-market price of the Company's shares as 
   quoted on the London Stock Exchange at the close of business on the last 
   working day prior to exercise is not less than two pounds (#2.00) per five 
   pence (5p) ordinary share.

c) The Option may be exercised partially or in full subject to not exceeding the
   maximum number of shares under the option granted if the mid-market price of 
   the Company's shares as quoted on the London Stock Exchange at the close of 
   business on the last working day prior to exercise is not less than two 
   pounds and fifty pence (#2.50) per five pence (5p) ordinary share.

The Unapproved Scheme

It is anticipated that our newly appointed Sales Director will play a pivotal
role in the future growth and increased profitability of the Company. In
recognition of this the Board proposes that he receives an additional incentive
under an Unapproved Scheme. It is proposed that Options under the Unapproved
Scheme may not be exercised less than three (3) years or more than ten (10)
years from the date of grant but may otherwise be exercised either partially or
in full according to the following performance criteria:

Colin Fox

a) The Option may be exercised partially, subject to not exceeding a cumulative
   maximum of fifty per cent (50%) of the total number of shares specified in 
   the grant under the Unapproved Scheme, if the mid-market price of the 
   Company's shares as quoted on the London Stock Exchange at the close of 
   business on the last working day prior to exercise is not less than two 
   pounds (#2.00) per five pence (5p) ordinary share.

b) The Option may be exercised partially or in full, subject to not exceeding
   the maximum number of shares under the option granted in relation to the
   Unapproved Scheme, if the mid-market price of the Company's shares as quoted 
   on the London Stock Exchange at the close of business on the last working day
   prior to exercise is not less than two pounds and fifty pence (#2.50) per 
   five pence (5p) ordinary share.

Options Exercisable under the existing Total Systems plc Approved Share Option
Scheme

Certain directors held options exercisable under the existing Total Systems plc
Approved Share Option Scheme. These directors have conditionally surrendered
these Options for no consideration, conditional upon the EMI Plan being approved
by the shareholders. Details of such Options are shown below:

Director       Number of     Certificate     Exercise        Date of Grant
               Shares        Number          Price
C N Dutton     12,294        217             58.5 pence      18 August 1997
G W Harris      2,173        220             58.5 pence      18 August 1997
A P Weber       2,041        228             58.5 pence      18 August 1997

Any director who has not conditionally surrendered his existing options under
the Existing Scheme will not be considered for a grant of an option under the
EMI Plan. However, he will have no right to be granted an option. Whether an
option is granted under the EMI plan and, if so, over how many shares will be
decided by the Board of the Company at its discretion. If the relevant directors
surrender their Existing Options then following the grant of the EMI and
Unapproved Share Options will result in the EMI and Unapproved Share Options
being outstanding over 1,547,953 Total Systems plc ordinary shares, representing
approximately 14.7% of the Company's current issued ordinary share capital.

The Company does not intend to grant further share options in the foreseeable
future.

Documents for Inspection

Each grant of share options is subject to a separate Share Option Agreement
between the Company and the director or key executive. There are separate
Agreements for the EMI Plan and the Unapproved Scheme. The draft rules are
incorporated within each Agreement. All such Agreements are available for
inspection at the registered office of the Company during normal business hours
(9.00 a.m. to 5.00 p.m.) on any weekday (Monday to Friday only excluding public
holidays) from the date of despatch of this circular up to and including the
date of the Extraordinary General Meeting and at the place of the Extraordinary
General Meeting for at least 15 minutes prior to and during the Extraordinary
General Meeting.

Recommendation

The Board considers the establishment of the EMI Plan and the Unapproved Scheme
to be in the best interests of the Company and its shareholders as a whole.
Accordingly, they unanimously recommend that you vote in favour of the
resolutions set out in the notice of an Extraordinary General Meeting at the end
of this document as they intend to do in respect of their own beneficial
holdings, amounting to 5,242,539 Ordinary Shares (49.84% of the current issued
share capital). Individual Board members will not, however, vote in relation to
their own participation under the share option arrangements.

Action to be taken

Shareholders will find enclosed with this document a form of proxy for use at
the Extraordinary General Meeting. Whether or not you intend to be present at
the meeting, you are requested to complete, sign and return your form of proxy
to the Company's Registrar's, LLOYDS TSB REGISTRARS, Registrars for Total
Systems plc, The Causeway, Worthing, West Sussex BN99 6ZL as soon as possible,
but, in any event so as to arrive no later than 10.00 a.m. on Monday 14 November
2005."

ENDS



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