The next focusIR Investor Webinar takes places on 14th May with guest speakers from WS Blue Whale Growth Fund, Taseko Mines, Kavango Resources and CQS Natural Resources fund. Please register here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksEkf Diagnostics Regulatory News (EKF)

Share Price Information for Ekf Diagnostics (EKF)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 30.00
Bid: 30.00
Ask: 30.60
Change: 0.65 (2.19%)
Spread: 0.60 (2.00%)
Open: 30.70
High: 30.70
Low: 30.00
Prev. Close: 29.65
EKF Live PriceLast checked at -

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Amendment to Long-Term Incentive Plan

11 Jun 2013 15:52

RNS Number : 8066G
EKF Diagnostics Holdings PLC
11 June 2013
 



 

 

 

11 June 2013

EKF Diagnostics Holdings plc

("EKF" or the "Company" or the "Group")

 

Amendment to EKF's Long-Term Incentive Plan

 

EKF Diagnostics Holdings plc (AIM: EKF), the growing in-vitro diagnostics company, announces that it has amended one of the performance conditions for certain awards already made under the existing EKF Long-Term Incentive Plan ("LTIP") to better incentivise key executives. The Board of Directors recognises the importance of incentivising and rewarding the performance of its key executives, and securing greater alignment of shareholders' and management's interests with transparency over performance targets.

 

The Board, following the recommendation of the Remuneration Committee and after consulting its advisers, has today made the following amendment to the performance conditions attached to the awards made to each of David Evans, Executive Chairman, and Julian Baines, Chief Executive Officer, under the LTIP. The LTIP was adopted on 25 November 2009 and the awards made to Mr Evans and Mr Baines were detailed in an announcement made by the Company on 24 September 2010.

 

The Board believes that this amendment does not materially re-base the performance parameters of the original awards. In summary, the total number of options remains unchanged and the exercise price remains unchanged. The amendment allows for a defined percentage of the options to vest over a five year period, subject to defined performance conditions. The overall dilution effect of the exercise of these options remains unchanged. A summary of the amendment is provided below:

 

·; Options over 8,545,638 ordinary shares, representing 3.13 per cent. of the current issued share capital, divided equally between Mr Evans and Mr Baines, are now subject to the Company's share price reaching certain levels before 31 December 2016. Approximately one fifth of the options (i.e. options over approximately 1,709,128 shares) will vest if the Company's mid-market closing share price reaches the following levels for a period of 20 consecutive days (on which the London Stock Exchange is open for business) before 31 December 2016: 30p, 37.5p, 45p and 52.5p. Approximately one fifth of the options (i.e. options over approximately 1,709,128 shares) will vest if the Company's mid-market closing share price reaches 60p for a period of 30 consecutive days (on which the London Stock Exchange is open for business) ending on 31 December 2016. These options were originally exercisable conditional upon the share price reaching 45p per share within the three years commencing 1 January 2011.

 

All other terms and conditions of these incentivisation arrangements remain unchanged and are in conformity with the Company's existing LTIP.

 

For the avoidance of doubt, the terms relating to a further 8,545,638 ordinary shares, representing 3.13 per cent. of the current issued share capital, divided equally between Mr Evans and Mr Baines which are subject to the achievement of a compound annual EBITDA growth for the three years commencing 1st January 2011 remain unchanged.

Amendment to a Related Party Transaction

As these awards under the LTIP were made to executive directors of the Company, they constituted a related party transaction for the purposes of the AIM Rules (as announced on 24 September 2010). Therefore, any amendments to these awards under the LTIP are considered an amendment to a related party transaction.

The non-executive Directors (none of which are affected by the amendment to the LTIP) consider, having consulted with the Company's Nominated Adviser, Canaccord Genuity, that the amendment to the LTIP is fair and reasonable insofar as its Shareholders are concerned.

Amendments to the option certificate for Richard Evans, Finance Director

In addition, the Board, following the recommendation of the Remuneration Committee, has amended the option certificate for Richard Evans, Finance Director, following his grant of 4,260,000 options (representing, if exercised, 1.56 per cent. of the Company's current issued share capital) on 15 June 2011 (prior to his appointment as Finance Director) so that all of the Option Shares are subject to a three year EBITDA test (previously half of the options were subject to a performance condition based on a three year EBITDA test with the remaining half incorrectly subject to a performance condition based on the Company's share price).

 

All other terms and conditions of these incentivisation arrangements remain unchanged and are in conformity with the Company's existing LTIP.

 

 

Summary of Amendment to EKF's Long-Term Incentive Plan

 

The original awards made to Mr Evans and Mr Baines under the LTIP together with the amendment to their performance conditions, which are exactly the same for both Mr Evans and Mr Baines, are detailed below:

 

Original LTIP Awards (24 Sep 2010)

Amended LTIP Performance Conditions

Options over 8,545,638 ordinary shares, representing, if exercised, a further 6.00 per cent. of the then issued share capital, again divided equally between Mr Evans and Mr Baines.

 

These options were exercisable at 15 pence per share, conditional upon the share price reaching 45 pence per share, a trebling of the 15 pence per share price at which the July 2010 placing was undertaken, within the three years commencing 1 January 2011.

 

Options over a further 8,545,638 (unchanged) ordinary shares, representing, if exercised, a further 3.13 per cent. of the current issued share capital, again divided equally between Mr Evans and Mr Baines.

 

The exercise price of these options remains unchanged at 15 pence.

 

The performance condition for the first 1,709,128 Award Shares is that the Company's mid-market closing share price attains 30 pence.

 

The performance condition for the next 1,709,128 Award Shares is that the Company's mid-market closing share price attains 37.5 pence.

 

The performance condition for the next 1,709,128 Award Shares is that the Company's mid-market closing share price attains 45 pence.

 

The performance condition for the next 1,709,128 Award Shares is that the Company's mid-market closing share price attains 52.5 pence.

 

The performance condition for the remaining 1,709,126 Award Shares is that the Company's mid-market closing share price attains 60 pence.

 

For the share price performance criteria to be met, the Company's share must reach and maintain the aforementioned levels for a period of 20 consecutive days (on which the London Stock Exchange is open for business) at any time during the period commencing on 1 January 2012 and ending on 31 December 2016, save that for the Award Shares subject to the Company's mid-market closing share price attaining 60 pence, this share price must be reached and maintained for a period of 30 consecutive days (on which the London Stock Exchange is open for business) ending on 31 December 2016.

 

 

 

 

Enquiries:

 

EKF Diagnostics Holdings plc

Tel: 029 2071 0570

 

David Evans, Executive Chairman

Mob: 07740 084 452

 

Julian Baines, CEO

Mob: 07788 420 859

 

 

 

Canaccord Genuity Limited

Lucy Tilley / Henry Fitzgerald-O'Connor / Julian Feneley

Tel: 020 7523 8000

 

Walbrook PR Limited

Tel: 020 7933 8780

 

Paul McManus

Mob: 07980 541 893 or paul.mcmanus@walbrookpr.com

 

Paul Cornelius

Mob: 07866 384 707 or paul.cornelius@walbrookpr.com

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCKMGMVDMGGFZM
Date   Source Headline
22nd Apr 202411:53 amRNSPosting of Annual Report & Notice of AGM
25th Mar 20245:15 pmRNSDirector/PDMR Shareholding
20th Mar 20248:30 amRNSFinal Results
15th Mar 20247:00 amRNSInvestor Presentation – Revised start time
11th Mar 20247:00 amRNSNotice of Results and Investor Presentation
29th Jan 20247:00 amRNSTrading Update
11th Jan 20247:00 amRNSDirector/PDMR Shareholding
3rd Jan 20244:14 pmRNSHolding(s) in Company
29th Nov 20234:55 pmRNSHolding(s) in Company
26th Oct 20237:00 amRNSOpening of new US LS Manufacturing Facility
26th Sep 20237:00 amRNSInterim results
14th Sep 20237:00 amRNSNotice of Results & Investor Presentation
12th Sep 20237:01 amRNSTrading Update
12th Sep 20237:00 amRNSAppointment of CFO
26th Jul 20237:00 amRNSTrading Update
28th Jun 20237:00 amRNSDirectorate Change
20th Jun 20237:00 amRNSEnzyme fermentation capacity expansion progress
1st Jun 202311:07 amRNSHolding(s) in Company
24th May 20237:01 amRNSUpdate re. EKF distribution of shares in Verici Dx
24th May 20237:00 amRNSDistribution of shares in Verici Dx plc
22nd May 20232:52 pmRNSHolding(s) in Company
17th May 202311:50 amRNSResult of AGM and Voting Results
17th May 20237:00 amRNSAGM Statement
3rd May 20237:00 amRNSSuccessful quality management audits
25th Apr 20234:10 pmRNSTotal Voting Rights
21st Apr 20232:30 pmRNSPosting of Annual Report & Notice of AGM
28th Mar 20237:00 amRNSFinal Results
23rd Mar 20237:00 amRNSDisposal of ADL Health
1st Mar 20237:00 amRNSNotice of Results and Investor Presentation
21st Feb 20233:31 pmRNSHolding(s) in Company
10th Feb 20233:12 pmRNSHolding(s) in Company
6th Feb 20237:00 amRNSTrading update
9th Jan 20237:00 amRNSChange of Adviser
22nd Dec 20224:40 pmRNSSecond Price Monitoring Extn
22nd Dec 20224:35 pmRNSPrice Monitoring Extension
22nd Dec 20227:00 amRNSPoint-of-Care update
15th Dec 20224:52 pmRNSHolding(s) in Company
14th Dec 20224:32 pmRNSHolding(s) in Company
6th Dec 20225:30 pmRNSHolding(s) in Company
14th Nov 20225:52 pmRNSHolding(s) in Company
20th Sep 20227:01 amRNSDividend Timetable
20th Sep 20227:00 amRNSHalf-year Report
1st Sep 20227:00 amRNSNotice of Interim Results & Investor Presentation
1st Aug 20227:00 amRNSTrading Update
29th Jun 20224:41 pmRNSSecond Price Monitoring Extn
29th Jun 20224:36 pmRNSPrice Monitoring Extension
28th Jun 20223:34 pmRNSHolding(s) in Company
22nd Jun 20224:36 pmRNSPrice Monitoring Extension
21st Jun 20227:00 amRNSDirector/PDMR Shareholding
20th Jun 20227:00 amRNSDistribution of shares in Verici Dx plc

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.