26 Jun 2014 08:00
26 June 2014
Toumaz Limited
("Toumaz" or the "Company")
Toumaz Employee Long Term Incentive Plan ("LTIP")
Toumaz Limited (AIM: TMZ) announces that on 27 June 2014, the Company's employee benefit trust ("EBT"), together with participating employees and directors of the Company ("Participants"), will jointly subscribe for 31,361,243 new ordinary shares of 0.25p each in the capital of the Company ("Ordinary Shares") at a price of 0.25p per Ordinary Share ("JSOP Shares") pursuant to the implementation by the Company of the joint share ownership schedule to the LTIP ("JSOP").
Joint Share Ownership Plan
The JSOP has been put in place by the Company to enhance staff retention and provide a reward to Participants in the plan and effectively align their interests with those of all shareholders by providing a clear focus on maximising the long term value and profitability of the Company.
Under the JSOP, the JSOP Shares will be held by Participants jointly with the trustee of the EBT pursuant to the terms of joint ownership agreements between the EBT and each respective Participant.
Awards granted under the JSOP will vest on the third anniversary of their grant and value can be realised in respect of such awards from the date until the tenth anniversary of the date of grant. Participants will receive the full value of the share. The exercise price payable by Participants under the JSOP is 0.25p being equal to the nominal value of the Ordinary Shares.
All dividend and voting rights in the shares held by the JSOP have been waived, save that, in accordance with the terms of the JSOP, immediately prior to certain disposals of JSOP Shares these rights will be reinstated.
Awards under the Unapproved Scheme and Blocklisting Application
The Company also announces that on 27 June 2014 the Company will grant options over 6,916,767 Ordinary Shares under the Toumaz Limited Unapproved Share Option Scheme (2012 Rules) to employees of the Company and Former Chairman Prof Christofer Toumazou. Application has been made to the London Stock Exchange Plc for admission to AIM for a blocklisting of the Unapproved Shares which will on issue rank pari passu with the existing Ordinary Shares. The Unapproved Shares are expected to be blocklisted on 27 June 2014.
Admission of new Ordinary Shares
Application has today been made for the 31,361,243 JSOP Shares to be admitted to trading on AIM expected to be effective on 27 June 2014. The JSOP Shares on exercises will rank pari passu in all respects with the existing Ordinary Shares, other than as set out above.
Directors' Interests and Performance Criteria
The following Directors of the Company ("Directors") have been granted awards under the JSOP or unapproved scheme:
Name | June 2014 Grant | Existing Interest in JSOP Shares | Total Interest JSOP June 2014 | Shareholding interest (incl JSOP Shares) |
Anthony Sethill, CEO | 8,200,000 (JSOP) | 9,600,00 | 17,800,000 | 21,800,000 |
Jonathan Apps, CFO | 6,000,000 (JSOP) | 3,000,000 | 9,000,000 | 9,250,000 |
Christofer Toumazou, NED | 2,000,000 (Unapproved) | 6,000,000 | 6,000,000 | 23,059,895 |
Vesting of the JSOP and unapproved award issued to Directors are subject to the following performance criteria.
Criteria 1
This performance criteria have been set such that the value of an Ordinary Share is required to outperform the FTSE All Share Index by 25 per cent over the course of the vesting period in order for 50 per cent of the award to vest and by 50 per cent in order for the balance of the awards to vest. Awards vest pro-rata between those two thresholds.
Criteria 2
50% of the award will be subject to the share price attaining a level of 15p for 90 days by 1 April 2019. The remaining 50% will be subject to the following. The value of an Ordinary Share is required to outperform the FTSE All Share Index by 25 per cent over the course of the vesting period in order for 25 per cent of the total award to vest and by 50 per cent, in order for the balance of the awards to vest. Awards vest pro-rata between those two thresholds. This vesting will be not before 1 April 2017 and not after 1 April 2019.
Name | Role | June 2014 Grant | Criteria |
Anthony Sethill | CEO | 3,200,000 | Criteria 1 |
Anthony Sethill | CEO | 5,000,000 | Criteria 2 |
Jonathan Apps | CFO | 1,000,000 | Criteria 1 |
Jonathan Apps | CFO | 5,000,000 | Criteria 2 |
Christofer Toumazou | NED | 2,000,000 | Criteria 1 |
Following the admission to trading of the New Shares, Toumaz will have a total issued share capital of 1,675,547,064 Ordinary Shares.
There are 80,863,044 Ordinary Shares held jointly by the Employee Benefit Trust and participants for the purposes of the Company's joint share ownership plan in relation to which all voting rights have been waived.
Therefore the total number of 1,594,684,020 Ordinary Shares may be used by shareholders 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 Company, under the Disclosure and Transparency Rules.
For Further Enquiries:
Toumaz Limited | +44 (0) 207 391 0620 |
Anthony Sethill, Chief Executive Officer | |
Jonathan Apps, Chief Financial Officer
| |
Peel Hunt LLP (Nominated Adviser and Broker) | +44 (0) 207 418 8900 |
Richard Kauffer/Daniel Harris
| |
Instinctif Partners | +44 (0) 207 457 2020 |
Adrian Duffield/Kathy Gordon |
About Toumaz (www.toumazltd.com)
Toumaz Limited is a pioneer in low cost ultra-low power, wireless semiconductor and software technologies for a wide range of markets including medical monitoring and internet connected consumer devices. The 2012 acquisition of Frontier Silicon brought operational scale and expertise together with a leadership position in digital and connected audio markets.