Last checked at 5 Jul 2022 08:00
5 July 2022
LE1: 213800LFMHKVNT27GV45
AssetCo plc ("AssetCo" or the "Company")
Discontinuance of the Company's Annual Bonus
and Long Term Incentive Plan ("LTIP")
On 29 September 2021 the Company announced that the Remuneration Committee was conducting an ongoing review of the quantum, terms and form of the LTIP in respect of periods beyond the first performance period (being the period from 8 January 2021 to 30 September 2021) (the "First Performance Period").
After concluding its review and after consultation with advisers and Shareholders, the Remuneration Committee has recommended, and the Board is in agreement, that the LTIP should be cancelled in respect of periods beyond the First Performance Period. The Company will take time to consult with its advisers and Shareholders in terms of appropriate schemes/arrangements to replace the LTIP and will make an announcement in due course.
The number of ordinary shares of 10p each in the Company ("Ordinary Shares") the subject of awards granted to participants under the LTIP ("Participants") in respect of the First Performance Period was determined to be 993,315 Ordinary Shares, with the first tranche of one third, amounting to 331,100 Ordinary Shares due for release to Participants in December 2021, with the balance of two thirds, amounting to 662,205 Ordinary Shares, being released over a five year deferral period subject to the terms of the LTIP (the "Deferral Period"). To date, by virtue of corporate and market events, no Ordinary Shares have been released to Participants.
As a consequence of the cancellation of the LTIP the Remuneration Committee has accelerated the release to Participants of the Ordinary Shares which were due to be released to them over the Deferral Period (the "Deferred Ordinary Shares") subject to the lock-in arrangements detailed below. Further, the Remuneration Committee has determined that the Participant's entitlements will be settled net of their National Insurance Contributions and Pay as you Earn obligations which will be paid by the Company, on behalf of the Participants, with a commensurate reduction in the number of Ordinary Shares issued to Participants. As a result, the net total of Ordinary Shares today issued to Participants was 518,909 Ordinary Shares of which 345,935 were Deferred Ordinary Shares. This represents a significant reduction in the dilution to Shareholders which would have resulted in the event that the total of 993,315 Ordinary Shares had been issued to Participants.
Of the Ordinary Shares today issued the following were issued to Directors:
Name | Number of Ordinary Shares |
Martin Gilbert (Director) | 160,920 |
Peter McKellar (Director) | 126,029 |
Campbell Fleming (Director) | 61,685 |
The Participants have entered into lock-in arrangements with the Company whereby they will be restricted from disposing of Deferred Ordinary Shares. These arrangements also replicate, in respect of Deferred Ordinary Shares, the provisions in the rules of the LTIP which relate to recovery and Participants ceasing to be employed by any member of the AssetCo group. These lock-in arrangements fall away on the same basis that Ordinary Shares would have otherwise been released to Participants over the Deferral Period.
Formal notifications in respect of the PDMRs are set out below in accordance with the requirements of the Market Abuse Regulation.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the 518,909 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence on or around 8.00 a.m. on 8 July 2022.
Following Admission, AssetCo's issued share capital will consist of 14,918,229 Ordinary Shares with one voting right each. AssetCo does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in AssetCo is 14,918,229. With effect from Admission, this figure may be used by shareholders in AssetCo as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of AssetCo under the FCA's Disclosure Guidance and Transparency Rules.
For further information, please contact:
AssetCo plc
Campbell Fleming, CEO Peter McKellar, Deputy Chairman James Thorneley, Head of Communications Tel: +44 (0) 7958 005141 | Numis Securities Limited Nominated adviser and joint broker Stephen Westgate / Charles Farquhar / Giles Rolls Tel: +44 (0) 20 7260 1000 |
Panmure Gordon (UK) Limited Joint broker Charles Leigh-Pemberton / Atholl Tweedie / Gabriel Hamlyn Tel: +44 (0) 20 7886 2906 | Maitland/AMO Neil Bennett Rachel Cohen Tel: +44 (0) 20 7379 55151 |
For further details, visit the website, www.assetco.com
Ticker: AIM: ASTO.L
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a) | Name
| Martin Gilbert | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| PDMR | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| AssetCo plc | |||
b)
| LEI
| 213800LFMHKVNTZ7GV45 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of £0.10 each | |||
Identification code | GB00B42VYZ16 | ||||
b)
| Nature of the transaction
| Grant of Shares under an LTIP | |||
c)
| Price(s) and volume(s) |
| |||
Price(s) | Volume(s) |
| |||
£0 | 160,920 |
| |||
| |||||
d)
| Aggregated information | ||||
- Aggregated volume | 160,920 | ||||
- Price
| £0 | ||||
|
| ||||
e)
| Date of the transaction
| 4 July 2022 | |||
f)
| Place of the transaction
| Outside of a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a) | Name
| Peter McKellar | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| PDMR | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| AssetCo plc | |||
b)
| LEI
| 213800LFMHKVNTZ7GV45 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of £0.10 each | |||
Identification code | GB00B42VYZ16 | ||||
b)
| Nature of the transaction
| Grant of Shares under an LTIP | |||
c)
| Price(s) and volume(s) |
| |||
Price(s) | Volume(s) |
| |||
£0 | 126,029 |
| |||
| |||||
d)
| Aggregated information | ||||
- Aggregated volume | 126,029 | ||||
- Price
| £0 | ||||
|
| ||||
e)
| Date of the transaction
| 4 July 2022 | |||
f)
| Place of the transaction
| Outside of a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a) | Name
| Campbell Fleming | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| PDMR | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| AssetCo plc | |||
b)
| LEI
| 213800LFMHKVNTZ7GV45 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares of £0.10 each | |||
Identification code | GB00B42VYZ16 | ||||
b)
| Nature of the transaction
| Grant of Shares under an LTIP | |||
c)
| Price(s) and volume(s) |
| |||
Price(s) | Volume(s) |
| |||
£0 | 61,685 |
| |||
| |||||
d)
| Aggregated information | ||||
- Aggregated volume | 61,685 | ||||
- Price
| £0 | ||||
|
| ||||
e)
| Date of the transaction
| 4 July 2022 | |||
f)
| Place of the transaction
| Outside of a trading venue | |||