Last checked at 6 Jul 2015 07:00
6 July 2015
Matchtech Group Plc
("Matchtech" or the "Company")
Notification of awards under the Value Creation Plan ("VCP")
Following completion of the Company's acquisition of Networkers International plc ("Networkers") on 2 April 2015, the Company's Remuneration Committee has reviewed (on advice from the Committee's independent remuneration consultants, PricewaterhouseCoopers) the existing awards made under the Company's 2011 Value Creation Plan ("VCP") (further details of which can be found in the Remuneration Report in the 2014 Report & Accounts on page 33).
The existing participants of the scheme, being Matchtech Executive Directors and Senior Managers, have waived their existing VCP awards and received two replacement awards equating to the same percentage holding of the original award.
The first replacement award is over the same number and percentage of performance units. This award retains the existing performance conditions, but is based on a restricted number of shares, being shares in issue immediately before the acquisition of Networkers.
The second replacement award is over the same number and percentage of performance units. This award's performance conditions reflect new increased thresholds from the baseline price at the date of the acquisition of Networkers and are based on only the additional number of shares in issue following the acquisition of Networkers.
In designing these changes the Remuneration Committee has sought to ensure that they reflect the original intention of the VCP awards and continue to provide suitable long-term incentives for key management (whilst avoiding any windfall gains arising only from the acquisition of Networkers).
On the recommendation of the Remuneration Committee, the Board has made the following new awards to Matchtech Executive Directors under the VCP:
Name |
Position |
Number of VCP Units |
New percentage of total VCP units | Original percentage of VCP units prior to this change |
Brian Wilkinson | Chief Executive Officer | 144,000 | 14.4% | 14.4% |
Keith Lewis | Chief Operating Officer | 145,000 | 14.5% | 14.5% |
Anthony Dyer | Chief Financial Officer | 145,000 | 14.5% | 14.5% |
In addition, VCP awards have been made to a number of the Networkers Senior Management Team who have joined the enlarged business, including awards to Networkers CEO, Spencer Manuel and CFO, Jon Plassard. These awards have been granted for the period from acquisition to the end of the VCP plan and on the same rebased performance conditions as described above.
As provided for in the VCP plan rules, value created from these awards from exceeding the minimum performance targets, will convert into nil cost options at each annual remaining VCP measurement date, being November 2015 and November 2016. 50% of any accrued nil cost options will vest in November 2016 and the remaining 50% will vest in November 2017, provided the individual participant remains in the employment of the Company at the vesting date. The nil cost options will normally remain exercisable until the fifth anniversary of the end of the VCP plan.
Under the VCP plan, awards accrue before vesting has occurred. Certain participants, who have already accrued awards in the VCP scheme which have not vested, have been awarded restricted shares in Matchtech which, at vesting, convert into nil cost options. These shares form part of the VCP award and are not additional. The following Matchtech Executive Directors have received restricted Company shares:
Name | Position | Number of shares |
Keith Lewis | Chief Operating Officer | 30,954 |
Anthony Dyer | Chief Financial Officer | 30,954 |
For further information please contact:
Matchtech Group plc | 01489 898 989 |
Brian Wilkinson, Chief Executive Officer | |
Tony Dyer, Chief Financial Officer | |
Stephen Burke, Chair of Remuneration Committee | |
Newgate - Financial PR | 020 7680 6550 |
Rob Newman / Andrew Jones / Ed Treadwell | |
Numis Securities Limited | 020 7260 1000 |
Michael Meade / James Serjeant |
About Matchtech
Matchtech Group plc (LSE-AIM: MTEC), is the UK's leading specialist engineering and professional services recruitment agency, providing contract, temporary and permanent staff. Established in 1984 and AIM-listed in 2006, the Group is one of the fastest growing staffing organisations listed in the UK, with a well-balanced business model; approximately 70% contract and 30% permanent.
The Engineering division spans five specialist sectors - Infrastructure; Automotive; Maritime; Aerospace; Energy - as well as General Engineering. The Professional Services division covers technology markets through our Connectus and Provanis brands and Professional Staffing though our Alderwood and Barclay Meade brands.
In April 2015, Matchtech Group plc announced the completion of the acquisition of Networkers International, a global recruitment company specialising in the delivery of recruitment services focussing on Telecoms and Technology. The combined group is well-placed to take advantage of the convergence between Engineering, Technology and Telecoms skill sets and creates a specialist recruiter, of scale, in the UK and internationally, with:
· 18 offices in 12 countries, recruiting in over 100 countries across the world
· Over 580 sales staff
· 9,000 contractors and 4,000 permanent placements