26 May 2020 07:00
Arden Partners plc
("Arden" or the "Company")
Employee Incentivisation
The Board of Arden (the "Board") is pleased to note that the second half of the Company's current financial year has commenced well. The Company has completed two corporate transactions and has a pipeline of additional corporate finance work. Further, it has continued to generate secondary trading commission, has made markets profitably and has signed up new retained corporate clients.
The Board recognises that the Company's ability to continue to do this is testament to the quality and dedication of its employees who, as highlighted in the trading update announced on 1 May 2020, have quickly adjusted to the current environment and, as part of the Company's immediate response to the impact of COVID-19, have all taken salary reductions.
The Board also recognises that the 5,118,000 outstanding share options (the "Share Options") awarded pursuant to the Arden Partners Share Plan 2007 and the Arden Partners Share Plan 2013 (the "Share Plans") have a weighted average exercise price of 43.0 pence. The average price of an Arden Ordinary 10 pence share ("Ordinary Share") over the last 3 months has been 6.0 pence. Therefore, the Share Options are not providing the intended incentivisation.
In recognition of the continued hard work and sacrifice of the Arden employees and to retain and incentivise them to generate value for the Company's shareholders, the Remuneration Committee of the Board has resolved to exercise its discretion to:
· Request the trustees of the Arden Partners Employee Benefit Trust (the "EBT") to distribute the 2,860,700 Ordinary Shares (representing approximately 9.84 per cent of the issued Ordinary Shares) held by the EBT to the Company's employees for nil consideration (the "EBT Distribution");
· Re-set the exercise price of all Share Options granted pursuant to the Share Plans to 8.5 pence per Ordinary Share. The closing price of an Ordinary Share on 22 May 2020, the latest date prior to this announcement, was 5 pence; and
· Amend the conditions of the Share Plans such that:
i. | Share Options are only exercisable if the Company's Net Asset Value per Ordinary Share (the "NAV per Share") at the time of intended exercise is at or above 15 pence per Ordinary Share; |
ii. | One-third of the Share Options vest on 1 January 2021; one-third on 1 January 2022 and the final third on 1 January 2023; and |
iii. | Share Options will lapse, if not previously exercised, on 31 December 2030. |
Certain Executive Directors of the Company are participating in the EBT distribution as set out in the table below.
Resultant Holding | ||||
Director | Ordinary Shares received pursuant to the EBT Distribution | Number of Ordinary Shares | % of issued Ordinary Shares | Share Options |
Donald Brown | 340,700 | 666,940 | 2.3 | 1,334,000 |
James Reed-Daunter | 300,000 | 2,889,034 | 9.9 | 1,000,000 |
Steve Douglas | 285,000 | 442,907 | 1.5 | 383,000 |
Mark Ansell, Chairman, commented:
"The Company is indebted to its employees for their continuing hard work and ongoing support in the face of the current challenges. The Board's actions, on behalf of all stakeholders, are in recognition of this."
For further information, please contact:
Donald Brown - Chief Executive Officer James Reed-Daunter - Executive Director Steve Douglas - Group Finance Director
| 020 7614 5900 | ||
Tim Richardson
| 020 7484 4040 |
Notes for editors:
Arden is a dedicated corporate adviser and multi-service stockbroker to small and mid-cap companies in the UK and their investors.
The absolute core of our business is the effective management of the needs of our significant and growing base of corporate clients, and the effective support of their relationships with existing and potential shareholders.
These relationships are enhanced by the quality of our corporate finance advice and industry research, and the strong market presence of our sales and trading teams.
Our corporate finance capabilities encompass M&A, corporate finance advisory, broking and Sponsor and NOMAD services. We represent our clients in private transactions and AIM and Main Market share issues.
Our research is designed to be sector focused, concentrating on top down thematic trends which highlight companies giving investors an exposure to the real growth areas of the small-cap and AIM markets.
It is the job of the sales team to keep institutions abreast of these themes and stock ideas. When there is a requirement for our corporate clients to raise money to fulfil their growth ambitions, the sales team is in a strong position to effect this, with its entrenched relationships with the UK institutional and non-institutional markets.
Our market making and trading teams provide liquidity in the shares of our corporate clients. We also trade the shares of non-client corporates on behalf of institutions.