Last checked at 4 May 2022 07:00
4 May 2022
FireAngel Safety Technology Group plc
('FireAngel', the 'Company' or the 'Group')
Award of Options under Share Plan,
PDMR shareholdings and amendments to performance period for previous awards
FireAngel (AIM: FA.), one of Europe's leading developers and suppliers of home safety products, announces that it has made awards of options ("Options") over a total of 2,945,000 FireAngel Safety Technology Group plc ordinary shares of 2p each (the 'Shares') to Zoe Fox, the Company's Chief Finance Officer, and certain senior managers employed within the Group, under its Long-Term Incentive Plan ('LTIP').
Under the LTIP, awards were made to the following Persons Discharging Managerial Responsibility ('PDMRs'):
Name |
Position |
Status | LTIP Options award (over Shares) |
Directors | |||
Zoe Fox | Chief Finance Officer | Director and PDMR | 1,000,000 |
Senior Managers | |||
Nick Rutter | Chief Product Officer | PDMR | 300,000 |
Rene Nolten | Business Unit Director | PDMR | 300,000 |
Claire Pickard | Supply Chain Director | PDMR | 300,000 |
Steve Boggis | Business Unit Director | PDMR | 300,000 |
Under the LTIP, selected employees are entitled to exercise an Option to receive a certain number of Shares at any time after a three-year vesting period ("Vesting Period"), at a cost to the employee of the nominal value of the Shares.
Vesting of the LTIP Options is dependent on performance targets, based on total shareholder return ('TSR') and earnings per share ('EPS'). The award is split evenly across the 2 performance conditions with 50 per cent. of the total award for each performance condition.
The maximum number of Options that vest and become exercisable into Shares at the end of the Vesting Period is calculated as follows for each performance condition:
TSR | % of Options that vest under the TSR performance condition (50% of total award) |
Less than 100% growth | Nil |
100% growth | 25% |
Between 100% growth and 200% growth | Between 25% and 100% on a straight-line basis |
200% growth or more | 100% |
EPS | % of Options that vest under the EPS performance condition (50% of total award) |
Less than 2.2 pence | Nil |
Between 2.2 pence and 3.2 pence | Between 0% and 25% on a straight-line basis |
Between 3.2 pence and 4.2 pence | Between 25% and 100% on a straight-line basis |
4.2 pence or more | 100% |
Following the Vesting Period, the Options are exercisable for 10 years, after which, any unexercised Options will lapse.
Any entitlement under the LTIP will lapse on cessation of employment prior to the end of the three-year Vesting Period, unless cessation of employment is by reason of redundancy, ill health or death.
In addition, Zoe Fox has irrevocably and unconditionally surrendered and cancelled 100,000 Options under the FireAngel Safety Technology Group 2015 Long Term Incentive Plan, previously awarded on 2 August 2019.
Following the awards and cancellation of Zoe Fox's 100,000 Options referred to above, the total interests in Shares of the Director and each of the PDMRs included in the table above are as follows:
Name |
Shares held |
% of Shares held |
Interest in shares in share schemes |
|
|
|
|
Directors | |||
Zoe Fox | 88,828 | 0.05% | 2,343,260 |
Senior Managers | |||
Nick Rutter | 4,182,831 | 2.31% | 1,177,107 |
Rene Nolten | - | - | 875,000 |
Claire Pickard (including husband's holding) | 241,711 | 0.13% | 953,000 |
Steve Boggis | - | - | 750,000 |
In addition, the Company announces that, due to the prolonged impact of COVID-19 on its business and, more recently, the further effect of Russia invading Ukraine on global markets, it has extended the performance periods for the award of 5,000,000 options issued to John Conoley, the Company's Executive Chairman, in November 2020, as announced on 1 December 2020, and also to the awards issued to certain directors and senior managers as announced on 9 July 2021 as follows: -
- the performance period for the TSR for the awards issued to John Conoley in November 2020 has been amended to be measured from 30 November 2020 to 31 March 2025 (previous measurement period was 30 November to 31 March 2024); and
- the performance period for the TSR for the awards issued to certain directors and senior managers in July 2021 has been amended to be measured from 9 July 2021to 31 March 2025, (previous measurement period was 7 July to 31 March 2024) and the EPS will now be measured at 31 December 2024, (previously 31 December 2023).
There have been no other amendments made to the performance conditions on the above awards.
Further details of the outstanding Options are set out in the Appendix below
Related Party Transaction
The new options being awarded to Zoe Fox and the extension of the performance periods of certain existing options issued to Zoe Fox and John Conoley are a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies. The independent Directors, being those Directors of the Company other than John Conoley and Zoe Fox, consider, having consulted with Shore Capital and Corporate, the Company's nominated adviser, that the terms of the award of new options and the extension of the performance periods of certain existing options awarded to Zoe Fox and John Conoley are fair and reasonable insofar as the Company's shareholders are concerned.
APPENDIX
Grant date |
| Share in share schemes | Vesting date | Expiry date | Exercise price |
| |||||
Options under LTIPs |
|
|
|
|
|
Directors' share options |
|
|
|
|
|
25/04/2014 | Zoe Fox | 31,944 | 24/04/2017 | 28/04/2024 | 200p |
25/04/2014 | Graham Whitworth | 125,000 | 24/04/2017 | 28/04/2024 | 200p |
30/11/2020 | John Conoley | 5,000,000 | 31/03/2025 | 30/11/2030 | 2p |
08/07/2021 | John Conoley | 1,821,272 | *31/03/2025 | 08/07/2031 | 2p |
08/07/2021 | Zoe Fox | 1,311,316 | *31/03/2025 | 08/07/2031 | 2p |
29/04/2022 | Zoe Fox | 1,000,000 | *28/04/2025 | 28/04/2032 | 2p |
Employee share options |
|
|
|
|
|
25/04/2014 | Rene Nolten (PDMR) | 25,000 | 24/04/2017 | 28/04/2024 | 200p |
25/04/2014 | Nick Rutter (PDMR) | 125,000 | 24/04/2017 | 28/04/2024 | 200p |
25/04/2014 | Other Employees | 109,335 | 24/04/2017 | 28/04/2024 | 200p |
02/08/2019 | Steve Boggis (PDMR) | 100,000 | 01/08/2022 | 02/08/2029 | 2p |
02/08/2019 | Rene Nolten (PDMR) | 100,000 | 01/08/2022 | 02/08/2029 | 2p |
02/08/2019 | Claire Pickard (PDMR) | 100,000 | 01/08/2022 | 02/08/2029 | 2p |
02/08/2019 | Other Employees | 160,000 | 01/08/2022 | 02/08/2029 | 2p |
08/07/2021 | Steve Boggis (PDMR) | 450,000 | *31/03/2025 | 08/07/2031 | 2p |
08/07/2021 | Rene Nolten (PDMR) | 450,000 | *31/03/2025 | 08/07/2031 | 2p |
08/07/2021 | Claire Pickard (PDMR) | 450,000 | *31/03/2025 | 08/07/2031 | 2p |
08/07/2021 | Nick Rutter (PDMR) | 450,000 | *31/03/2025 | 08/07/2031 | 2p |
08/07/2021 | Other employees | 2,339,905 | *31/03/2025 | 08/07/2031 | 2p |
08/07/2021 | Steve Boggis (PDMR) | 300,000 | *28/04/2025 | 08/07/2031 | 2p |
08/07/2021 | Rene Nolten (PDMR) | 300,000 | *28/04/2025 | 08/07/2031 | 2p |
08/07/2021 | Claire Pickard (PDMR) | 300,000 | *28/04/2025 | 08/07/2031 | 2p |
08/07/2021 | Nick Rutter (PDMR) | 300,000 | *28/04/2025 | 08/07/2031 | 2p |
29/04/2022 | Other Employees | 745,000 | *28/04/2025 | 28/04/2032 | 2p |
Options under LTIPs |
| 16,093,772 |
|
|
|
Options under share matching scheme |
|
|
| ||
Directors' share options |
|
|
|
|
|
01/06/2020 | John Conoley | 281,514 | - | 01/06/2030 | 2p |
03/07/2020 | John Conoley | 25,000 | - | 03/07/2030 | 2p |
18/12/2020 | John Conoley | 49,660 | - | 18/12/2030 | 2p |
Employee share options |
|
|
|
|
|
01/06/2020 | Nick Rutter (PDMR) | 176,490 | - | 01/06/2030 | 2p |
19/06/2020 | Other Employees | 544,904 | - | 19/06/2030 | 2p |
03/07/2020 | Nick Rutter (PDMR) | 49,473 | - | 03/07/2030 | 2p |
06/01/2021 | Claire Pickard (PDMR) | 103,000 | - | 06/01/2031 | 2p |
14/01/2021 | Nick Rutter (PDMR) | 76,144 | - | 03/07/2031 | 2p |
Options under share matching scheme |
| 1,306,185 |
|
|
|
Total options |
| 17,399,957 |
|
|
|
|
|
|
|
|
|
* Revised vesting dates |
|
|
|
|
|
For further information, please contact:
FireAngel Safety Technology Group plc | 024 7771 7700 |
John Conoley, Executive Chairman |
|
Zoe Fox, Chief Finance Officer
Shore Capital (Nominated adviser and Joint broker) |
020 7408 4050 |
Tom Griffiths/David Coaten
Singer Capital Markets (Joint Broker)Rick Thompson/Alex Bond
Houston (Financial PR)Kate Hoare/Joe Burgess |
020 7496 3000
020 4529 0549 |
Notes to Editors
About FireAngel Safety Technology Group plc
FireAngel's mission is to protect and save lives by making innovative, home safety products which are simple and accessible. FireAngel is one of the market leaders in the European home safety products market.
FireAngel's principal products are connected smoke alarms, CO alarms, heat alarms and accessories. The Company has an extensive portfolio of patented intellectual property in Europe, the US and other selected territories. Products are sold under FireAngel's leading brands of FireAngel, FireAngel Pro, FireAngel Specification and AngelEye.
For further product information, please visit: www.fireangeltech.com