Last checked at 26 Aug 2014 10:00
26 August 2014
ALLOCATE SOFTWARE PLC
("Allocate" or "the Company")
Further amendments to Long Term Retention Plan ("LTRP")
Following the announcement on 21 July 2014, and subsequent discussions with the Company's major shareholders and Numis, the Board has decided to make a further amendment to the performance conditions of the LTRP awarded to Ian Bowles in December 2011.
Background
Under the terms of the LTRP, Ian Bowles was awarded in December 2011, 1,000,000 nil-price options over ordinary shares in the Company which would vest between September 2014 and September 2016 subject to (a) the Company's earnings per share increasing at or above a 15% annual compound growth rate; and (b) a demanding absolute total shareholder return ("TSR") against which options would vest on a sliding scale. 20% of the options will vest at a 15% annual compound TSR and the options would vest in full at or above a 25% annual compound TSR.
On 21 July 2014, the Company announced that three principal changes had been made to the LTRP. Firstly, the targets for TSR were changed from a range of 15% - 25% to a range of 7.5% - 15%. Secondly, instead of 20% of the shares vesting at the minimum level of TSR achievement, the proportion that would vest at this level would change to 70%. Finally the earnings per share target were changed to an annual compound growth rate of 5%.
Further amendments
Following consultation with the Company's major shareholders and Numis, the Board has decided to make the amendments set out below.
400,000 ordinary shares will remain subject to the amendments announced in July 2014, and will vest immediately.
300,000 ordinary shares will vest in September 2015 (the "2015 Options") and a further 300,000 ordinary shares in September 2016 (the "2016 Options"). The 2015 Options and the 2016 Options are subject to the following performance conditions:
(a) EPS condition
The first 50% of the shares under option will be subject to the EPS condition which will be based on a minimum of 7.5% annual compound growth and a maximum of 15% annual compound growth.
If the minimum of 7.5% EPS growth is achieved then 33% of the first 50% of the shares will vest, if the maximum of 15% EPS growth is achieved then 100% of the first 50% of the shares will vest.
Where the EPS growth is between 7.5% and 15% then the number of shares vesting will be on a straight line basis between 33% and 100%.
(b) TSR condition
The second 50% of the shares under option will be subject to the TSR condition which is based on a minimum of 7.5% annual compound growth in TSR and a maximum of 20% annual compound growth in TSR.
If the minimum of 7.5% TSR growth is achieved then 33% of the second 50% of the shares will vest, if the maximum of 20% TSR growth is achieved then 100% of the second 50% of the shares will vest.
Where the TSR growth is between 7.5% and 20% then the number of shares vesting will be on a straight line basis between 33% and 100%.
The EPS condition and the TSR condition will apply separately to 50% of the shares under each option. It is no longer necessary to satisfy both conditions for any part of the option to vest.
Enquiries:
Allocate Software plc Ian Bowles - Chief Executive Officer Chris Gale - Chief Financial Officer
| Tel: +44 (0) 20 7355 5555 |
Numis Securities Nominated adviser - Simon Willis / Richard Thomas Corporate Broking - James Black
| Tel: +44 (0) 20 7260 1000 |
FTI Consulting Matt Dixon, Chris Lane | Tel : +44 (0) 20 3727 1000
|
About Allocate Software plc
Allocate Software is the leading workforce and corporate governance software solutions provider for world-wide organisations with large, multi-skilled workforces. With a blue chip client base spanning the public and private sector, its key vertical markets include Healthcare and Defence.
The experience and in-depth knowledge gained in the UK and internationally has enabled Allocate to invest in developing innovative solutions that are relevant to the constantly evolving market needs of its customers. At the core of the business is Allocate's workforce optimisation software, which streamlines the whole workforce management of multi-disciplinary groups, across diverse locations.
Headquartered in London, Allocate provides services and support to its increasing international customer base through regional offices in the UK, Sweden, USA, Australia and Malaysia.
Allocate is quoted on the London Stock Exchange (AIM: ALL).