Last checked at 27 Aug 2021 12:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 August 2021
Amigo Holdings PLC ("Amigo" or the "Company")
Grant of Long Term Incentive Plan ("LTIP")
Amigo Holdings PLC (LSE: AMGO) announces that on 27 August 2021, awards comprising nil-cost options over 4,350,000 ordinary shares of 0.25 pence each in the Company ("Shares") were granted to managers under the Amigo Holdings PLC 2019 Long Term Incentive Plan (the "Awards"). In making the Awards the Board recognises the need to maintain core critical skills and knowledge across the wider management team below Board level. Retention of good staff with core competencies to help move the business forward will remain a challenge given the difficult financial position and uncertainty facing the Company currently.
The vesting of the Awards is conditional on meeting performance conditions measured over a three-year period as described below. The number of shares that vest at the end of the three year performance measurement period will be determined in accordance with the Vesting Schedule outlined in column 5 of the table below. There is a further holding period of two years following the vesting of the Awards.
Performance conditions
The Awards shall be subject to the following Performance Conditions, and determined by the Board by reference to the weightings and vesting schedule also shown below:
Performance Condition | Applicable terms | Performance target over the applicable Performance Period | Weighting (% of award) | Vesting schedule (% vesting, threshold - max) |
EPS growth
| Statutory EPS adjusted, at the discretion of the Remuneration Committee, to remove the impact of provisions for complaints that are not fulfilled over the period of measurement and for any other non standard distortions.
| Growth of EPS over the EPS Hurdle over the Performance Period. EPS Hurdle is 1p. Target for full vesting is 4p. | 30% | 0% - 100% straight line above Hurdle |
Absolute Total Shareholder Return (ATSR) | Measures the growth in the potential value of an Amigo share over the Performance Period - that is, the amount the share price has appreciated plus the dividends paid. | Growth of ATSR over the ATSR Hurdle over the Performance Period. ATSR Hurdle is 12p. Target for full vesting is 40p. | 40% | 0% - 100% Straight line above ATSR Hurdle |
Non-financial measures | Measures the effectiveness of the steps taken by the Awardees to ensure Amigo adheres to the standards expected by all stakeholders. | Test against internal targets for corporate culture, conduct risk matters, diversity and inclusiveness and other ESG measures. Benchmark against external expectations over period. | 30% | 0% - 100% |
In relation to the EPS Performance Condition, the applicable Performance Period shall commence on 1 October 2021 and end on 30 September 2024. The EPS Hurdle shall be the base for comparison against EPS for the subsequent Performance Period.
In relation to the Absolute Total Shareholder Return Performance Condition and the Non-financial measures, the applicable Performance Periods shall commence on 1 September 2021 and end on 31 August 2024.
The participants are required to hold any Shares arising at vesting, for a period of 2 years following the end of the Performance Period ending on 30 September 2024.
Malus and clawback provisions are also in place to reduce or recover the Awards for criteria such as any material misstatement of the financial statements, a serious breach of the Company's code of ethics or a serious health and safety issue
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
This announcement constitutes notice by Amigo Luxembourg S.A. (the "Issuer") to the holders of the Issuer's 7.625% Senior Secured Notes due 2024 (for the notes issued pursuant to Rule 144A of the United States Securities Act of 1933, ISIN: XS1533928468 and Common Code: 153392846; for the notes issued pursuant to Regulation S of the United States Securities Act of 1933, ISIN: XS1533928625 and Common Code: 153392862) (the "Notes") issued pursuant to pursuant to Section 4.03(a)(3) of an indenture dated January 20, 2017 among, inter alia, the Issuer, the guarantors named therein and U.S. Bank Trustees Limited, as trustee and security agent. Amigo Holdings PLC is the indirect parent company of the Issuer. This announcement shall constitute a "Report" to holders of the Notes.
The person responsible for this announcement is Roger Bennett, Company Secretary.
-ENDS
Contacts:
Amigo Holdings PLC investors@amigo.me
Kate Patrick Head of Investor Relations
Roger Bennett Company Secretary
Media enquiries Amigoloans@lansons.com
Tony Langham 07979 692287
Tom Baldock 07860 101715
Ed Hooper 07783 387713