Last checked at 9 Jun 2022 12:11
9 June 2022
Alphawave IP Group plc ("Alphawave IP" or "the Company")
Grant of Awards to Persons Discharging Managerial Responsibilities (PDMRs)
The following notifications are made under the UK Market Abuse Regulation ("MAR") relating to certain transactions by persons discharging managerial responsibilities ("PDMR") in the shares of the Company.
On 8 June 2022 awards over ordinary shares of £0.01 each in the capital of the Company were granted under the Alphawave IP Group plc Long Term Incentive Plan (the "LTIP") to a PDMR of the Company as follows:
PDMR | Number of shares over which awards were granted | |
2021 Bonus Deferral Award1 | 2022 LTIP Award1 | |
Daniel Aharoni |
51,741 | 424,275 |
1 Calculated using grant price of £1.7636, being 5 days closing trading average rate (27 May 2022 to 6 June 2022) market quotation as derived from the Daily Official List of the London Stock Exchange
2021 Bonus Deferral Award
Each award is a conditional award that shall vest on the second anniversary of the Award Date, being 8 June 2024, with no holding requirement and would not be entitled to dividend equivalents.
2022 LTIP Award
As described in the 2021 Annual report and financial statements, the 2022 LTIP Award will be subject to three-year Relative TSR (70% weighting) and EPS growth (30% weighting) performance conditions as summarised in the table below:
Tranche | Weighting | Performance Condition | Index | Threshold(25% vesting) | Maximum(100% vesting) |
1 | 35% | Relative TSR | FTSE 250 | Median | Upper Quartile |
2 | 35% | Relative TSR | FTSE All-World Technology Index | Median | Upper Quartile |
3 | 30% | Adjusted EPS growth * | Not applicable | 40% CAGR | 60% CAGR |
These performance metrics have been selected as they align with Alphawave IP's focus on ambitious growth and profitability. The targets were set at a level the Committee believes to be appropriately stretching taking into account both internal performance expectations and external analyst forecasts.
The Remuneration Committee has chosen to use TSR as an important measure of value created for our shareholders and measure against the constituents of the FTSE 250, reflecting our UK listing, and against those of the All-World Technology Index, reflecting our sector.
TSR is to be calculated as the change in the Net Return Index for a company over the Performance period. The change in the Net Return Index to be calculated based on the average opening and closing Net Return Index over each weekday during the three-month period ending on the day before the start and the end of the Performance Period. A common currency approach will be used with Net Return Index figures used for the calculation converted to GBP on a daily basis. Such Net Return Index data will be sourced for the Company and the comparator group constituents from a reputable data provider, such as S&P Capital IQ.
The stretching EPS targets reflect the Company's focus on ambitious growth and profitability. The Remuneration Committee will determine the compound annual rate of growth ("CAGR") in the Company's Adjusted EPS between the 2021 financial year and the 2024 financial year. The percentage of Shares vesting will be determined by reference to the CAGR, relative to the Threshold and Maximum levels of Vesting as described above
In setting the Adjusted EPS target, the Remuneration Committee has had regard to consensus estimates for the Company noting that several analysts have not yet published estimates following the Company's FY 2021 results and analysts do not typically provide estimates beyond 2023. Further, in considering the consensus estimates and Adjusted EPS, the Company excludes any potential impact of WiseWave Technology Co. Ltd ("WiseWave") exercising its extension option under the subscription license agreement. Exercise of that option is at the discretion of WiseWave and employees subject to the 2022 LTIP should not benefit from the financial impact therefrom. In addition, due to insufficient certainty about the specific closing timeframe of the proposed acquisition of OpenFive, the Committee did not consider that acquisition in determining the targets.
Adjusted EPS means, for any financial year, Alphawave IP's earnings per share as shown in the Company's accounts for that year, adjusted for one-off expenditure or revenue (such as costs associated with mergers and acquisitions), expenses that vary significantly between periods (such as share-based payments) and expenses that do not relate to Alphawave IP's operating performance (such as exchange gains or losses). Such adjustments may be made as the Committee considers appropriate.
The President & Chief Executive Officer, Tony Pialis, will continue to waive participation and Sehat Sutardja, Executive Director, is not entitled to participate in Alphawave IP's LTIP.
Notification of Deal Form of the PDMR can be found below.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Daniel Aharoni | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | PDMR (Chief Financial Officer) | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | Alphawave IP Group plc | |||||||||
b) | LEI | 213800ZXTO21EU4VMH37 | |||||||||
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 Identification code | Ordinary Shares of £0.01 each Identification code (ISIN): GB00BNDRMJ14 | |||||||||
b) | Nature of the transaction | Award of conditional shares pursuant to the Alphawave Long Term Incentive Plan | |||||||||
c) | Price(s) and volume(s) |
| |||||||||
d) | Aggregated information
| n/a
| |||||||||
e) | Date of the transaction | 8 June 2022 | |||||||||
f) | Place of the transaction | Outside of trading venue | |||||||||
Kathy Cong
On behalf of Link Company Matters Limited
Company Secretary
Email: cm-alphawave@linkgroup.co.uk
9 June 2022