Gresham Regulatory News (GHT)

22 November 2017

Gresham Technologies plc

Proposal to establish a Deferred Share Bonus Plan and Notice of General Meeting

Gresham Technologies plc (LSE: "GHT", "Gresham" or the "Company"), the leading software and services company that specialises in providing real-time transaction control and enterprise data integrity solutions, today announces that it is proposing to establish a new all staff long-term incentive scheme in order to enable the Board to continue to incentivise employees of the Company.

Background to the Deferred Share Bonus Plan

The Company currently has three Existing Share Plans which were first adopted in December 2010 and then amended in May 2012 and again in February 2015. As at the date of this document, the Directors only have remaining authority under the Existing Share Plans to grant share options in respect of up to a further 420,347 new Ordinary Shares, representing approximately 0.6 per cent. of the current issued share capital of the Company. Consequently, the Board has very limited ability to grant further share options and therefore is seeking approval to adopt the Deferred Share Bonus Plan.

The Board believes it is important to incentivise employees of the Company by way of equity-based variable remuneration in order to attract and retain high calibre staff, to help the Company deliver its ongoing strategic aims and to more closely align incentivisation arrangements to the longer-term interests of Shareholders.

Deferred Share Bonus Plan

The Deferred Share Bonus Plan will operate in conjunction with the annual cash bonus scheme currently operated by the Gresham Group. A percentage of each participating employee's net annual bonus entitlement will continue to be paid in cash with the remaining amount of the bonus being paid to the Trustee of a newly established employee benefit trust which will have been constituted to acquire existing issued Ordinary Shares and facilitate the Deferred Share Bonus Plan. These bonus-related shares will be beneficially owned by each participant but held by the Trustee as its nominee.

At the same time, a corresponding matching award will be made by the Company, entitling the participant to receive, at nil cost, an entitlement to further Ordinary Shares. These awards will vest subject to the following conditions:

· The related bonus shares being retained for a specified period;

· Any relevant performance targets being met; and

· The participant remaining in employment with the Gresham Group until the end of the specified retention period.

Due to the establishment of the employee benefit trust, which will acquire existing issued Ordinary Shares, the Deferred Share Bonus Plan will be non-dilutive to existing Shareholders above the levels permitted by the Investment Association's remuneration guidelines. The initial trustee of the employee benefit trust, which will be appointed in due course, will be a professional trustee company engaged for this purpose and will be independent of the Company and the Directors.

The Directors consider the introduction of the Deferred Share Bonus Plan to be in the best interests of the Company and Shareholders as a whole and is most likely to promote the success of the Company for the benefit of those Shareholders. The executive Directors will not participate in the Deferred Share Bonus Plan unless and until Shareholders approve a corresponding update to the directors' remuneration policy, which is intended to be proposed at the annual general meeting to be held in 2018.

Circular and Notice of General Meeting

A circular will today be posted to Shareholders by the Company that will contain details on the new Deferred Share Bonus Plan (the "Circular"). The Directors are seeking approval of the Deferred Share Bonus Plan at a General Meeting to be held at the offices of N+1 Singer Capital Markets Limited of One Bartholomew Lane, London, EC2N 2AX, at 2.00 p.m. on 11 December 2017. Copies of the draft Rules of the Gresham Technologies plc Deferred Share Bonus Plan will be available for inspection during normal business hours on any weekday (Saturdays and public holidays excepted) at the registered office of the Company from the day of the publication of the Notice of General Meeting and Circular up to and including the date of the General Meeting, and also at the place of the meeting for fifteen minutes prior to and during such meeting.

A Proxy Form for use at the General Meeting has also been sent to Shareholders. Whether or not Shareholders intend to be present at the meeting, Shareholders are requested to complete, sign and return the Proxy Form in accordance with the instructions printed on it to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA or, alternatively, electronically as an attachment to an authenticated e-mail (as referred to in note (13) to the Notice of General Meeting) sent to proxy.votes@equiniti.com as soon as possible but, in any event, so as to be received by no later than 2.00 p.m. on 9 December 2017.

Copies of the Circular will be available, for inspection, from the date of the publication of the Circular at the National Storage Mechanism (http://www.morningstar.co.uk/uk/NSM).

The completion and return of a Proxy Form will not prevent Shareholders from attending the General Meeting and voting in person if they wish to do so.

Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the Circular.

Enquiries

Note to editors

Gresham's award-winning Clareti software platform has been designed to provide financial institutions with complete certainty in their data processing. Clareti is a highly flexible and fully scalable platform for assuring enterprise data integrity and is designed to address today's most challenging financial control, internal risk management, data governance and regulatory compliance problems. Gresham's portfolio of applications based on the Clareti platform, including Clareti Transaction Control (CTC), Clareti Accounts Receivable Management (Clareti ARM), Clareti Loan Control (CLC) and Clareti 24 Integration Objects (C24 IO), provide innovative industry specific solutions for real-time data management.

Gresham Technologies plc is a leading software and services company that specialises in providing real-time transaction control and enterprise data integrity solutions. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, customers include some of the world's largest financial institutions, all of whom are served locally from offices located in Europe, North America and Asia Pacific.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.