25 Jan 2013 09:28
Toumaz Limited
("Toumaz" or the "Company")
Toumaz Employee Long Term Incentive Plan ("LTIP")
Toumaz Limited (AIM: TMZ), a pioneer in low cost, ultra-low power wireless communications technology, announces that on 25 January 2013, the Company's employee benefit trust ("EBT"), together with participating employees and directors of the Company ("Participants"), jointly subscribed for 33,504,887 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 this 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.
Admission of new Ordinary Shares
Application has today been made for the 33,504,887 JSOP Shares to be admitted to trading on AIM expected to be effective on 31 January 2013. The JSOP Shares on exercise 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:
Name | Role | Interest in JSOP Shares | Existing Shareholding | Shareholding interest (incl. JSOP Shares) | % interest of total voting rights |
Jonathan Apps | CFO | 3,000,000 | 0 | 3,000,000 | 0 |
Christofer Toumazou | Chairman | 6,000,000 | 13,184,895
| 19,184,895
| 1.159
|
Vesting of the awards issued to Directors is subject to performance criteria. These 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.
Awards under the Unapproved Scheme and Blocklisting Application
The Company also announces that on 25 January 2013 the Company granted options over 10,410,285 ordinary shares under the Toumaz Limited Unapproved Share Option Scheme (2012 Rules) to employees of the Company and other certain individuals. 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 31 January 2013.
Enquiries
Toumaz Limited Anthony Sethill, Chief Executive Officer Jonathan Apps
Peel Hunt LLP (Nominated Adviser and Broker) |
+44 (0)1235 438950 +44 (0) 207 3910630
+44 (0)20 7418 8900 |
Richard Kauffer/Daniel Harris | |
College Hill | +44 (0)20 7457 2020 |
Adrian Duffield/Rozi Morris |
About Toumaz - (www.toumazltd.com)
Toumaz is a pioneer in low cost, ultra-low power wireless technologies for a wide range of markets including medical monitoring and internet connected consumer devices. The recent acquisition of Frontier Silicon brings operational scale and expertise together with a leadership position in digital and networked audio markets.
The Group combines its strong IP and technology base with the commercial scale of Frontier to exploit two key wireless technology sectors:
Professional healthcare solutions
Consumer semiconductors in digital audio and sport & health markets
Toumaz's ultra-low power sensor platform, Sensium™, targets the professional healthcare market and is a leader in real-time wireless monitoring of the body's vital signs with the potential to transform medical monitoring and reduce the cost of healthcare. SensiumVitals is the Group's first product in this field. For healthcare professionals, this creates new opportunities for pro-active monitoring and improved quality of care. For patients, it delivers new opportunities for personalised healthcare.
Toumaz plans to transfer its Sensium™ technology to the consumer sports and health market, where its advanced measurement algorithms and low energy solutions give it a competitive advantage.
Toumaz is also using its expertise to design devices for wireless connectivity and internet-connected products. The acquisition of Frontier Silicon has enhanced the Group's technology portfolio in Network Audio and elevates Toumaz to a market leadership position in this and the digital radio markets. The Group now supplies multimedia/FM/DAB chips and modules to all major audio brands.
Toumaz is an AIM listed company (AIM: TMZ) with development centres in Oxford and Cambridge in the UK and in Hong Kong and in Shenzhen in the People's Republic of China.