Last checked at 28 Apr 2010 14:00
CCS.L
CLARITY COMMERCE SOLUTIONS plc
("Clarity" or the "Company")
Grant of options and issue of shares to EBT
Clarity, a leading supplier of software solutions for the hospitality, retail, leisure and entertainment sectors, makes the following announcements in relation to the issue of shares to the Employee Benefit Trust ("EBT") and the grant of share options to directors:
Subscription of shares by EBT
The EBT subscribed on 27 April 2010 for 1,730,510 new ordinary shares of 25p each ("Shares") in relation to awards to Directors, as detailed below, at 39p per share, which was the mid-market price at close of business on 26 April 2010.
Application has been made for the admission to AIM of the 1,730,510 ordinary shares issued to the EBT. Dealings are expected to commence on 5 May 2010 and the Shares will rank pari passu with the Company's existing issued ordinary shares, save that the EBT has agreed to waive its voting rights and its entitlement to receive dividends.
Following Admission, the Company's enlarged issued share capital will comprise 40,572,315 ordinary shares of which 1,730,510 are held by the EBT with voting rights waived. Therefore the total number of ordinary shares with voting rights is 38,841,805 This figure of 38,841,805 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
Awards to directors
Awards pursuant to the Clarity Commerce Solutions plc Senior Executive Option Scheme 2009 ("the Scheme") over ordinary shares of 25p each were today granted to the following directors:
|
| Ken Smith (Chief Executive) | Tony Houldsworth (Business Development Director) | TOTAL |
|
|
|
|
|
| Share Options ("Options") | 299,999 | 299,999 | 599,998 |
| Joint Ownership Awards ("JOAs") | 865,255 | 865,255 | 1,730,510 |
| TOTAL | 1,165,254 | 1,165,254 | 2,330,508 |
The Options granted to Ken Smith and Tony Houldsworth are exercisable at any time between 27 April 2013 and 27 April 2020, being a period of between three and ten years from the date of grant.
Under the terms of the Scheme, which was approved at the Company's AGM on 24 July 2009, participants are not required to make payment for the relevant number of shares on the grant or vesting of the options or joint ownership awards. The Options and JOAs granted under the Scheme are subject to performance criteria and in particular the Company's total shareholder return performance against the FTSE AIM technology sector index. The JOAs will vest after three years from the date of the original award subject to the Company achieving the performance criteria.
The interests in the JOAs have been acquired under a joint ownership arrangement. Each of the two Directors and the trustee of the EBT have acquired the joint beneficial ownership of the JOAs. The Directors have acquired the right to most of the growth in value of the JOAs above the value of the shares at the date they were acquired. The Directors have also been granted a nil cost option over the trustee's interest in the JOAs so that they will acquire sole title to the JOAs if the performance criterion is satisfied and they remain in office for the period. Voting rights and dividend rights are waived in relation to the JOAs for as long as the joint ownership is retained.
Following this allocation, Ken Smith is directly interested in 445,000 ordinary shares representing approximately 1.15 per cent. of the Company's issued ordinary share capital and holds options and JOAs as set out above. Tony Houldsworth is directly interested in 757,576 ordinary shares representing approximately 1.95 per cent. of the Company's issued ordinary share capital and holds options and JOAs as set out above.
Enquiries:
Clarity Commerce Solutions plc
Ken Smith, CEO 01256 365 150
Arbuthnot Securities Limited
Alasdair Younie/Ben Wells 020 7012 2000
Biddicks
Shane Dolan 020 7448 1000
About Clarity Commerce Solutions
Clarity Commerce Solutions plc offers technology solutions which span all levels of consumer interaction, from simple ticketing through to highly complicated consumer behaviour tracking and loyalty programmes. Clarity Commerce Solutions plc has installations in over 7,000 sites across the world within all sub-segments of the retail, leisure and entertainment industries. It is our mission to help customers effectively compete, win and retain a loyal, profitable customer base. Established in 1993, Clarity is headquartered in Basingstoke, United Kingdom and has over 750 unique customers worldwide. Key sectors include Retail, Entertainment, Leisure, Hospitality, Accommodation, Food and Drink.
www.claritycommerce.com