22 Sep 2015 16:00
22 September 2015
TLA Worldwide plc
("TLA" or "the Company")
Management Long Term Incentive Plan
TLA Worldwide plc (AIM: TLA), the athlete representation and sports marketing business, announces that it has made an additional award of up to 12 million new ordinary shares of 2p each in the Company ("Ordinary Shares") under its management long-term incentive plan ("the Plan"). The maximum award of 12 million Ordinary Shares represents 8.8% of the current issued share capital of the Company of 136,084,672.
Under the terms of the Plan, new subordinated ordinary shares of 1p each ("Subsidiary Shares") will be issued in a wholly owned subsidiary of TLA, TLA Acquisitions Limited ("the Subsidiary") as set out below:
Member Maximum number of Subsidiary Shares
Bart Campbell, Chairman 4,800,000
Mike Principe, CEO 4,800,000
Dwight Mighty, COO and Company Secretary 2,400,000
The Subsidiary Shares will qualify to be exchanged for Ordinary Shares, on a one for one basis at nil cost, following publication of the Company 2015 annual Report and Accounts (expected in April 2016) after achieving a consecutive three-month average daily closing mid-market share price in TLA shares (such period commencing no earlier than the date of the Company 2015 annual Report and Accounts) of 60p, 70p and 80p. A maximum of 4 million Ordinary Shares will be exchanged on achieving each of the TLA share price performance hurdles. The Subsidiary Shares will be subscribed for at a price of 3p each for the first 4 million, and then at 1p each for the remaining 8 million. The Subsidiary Shares must be exchanged by the end of the performance period on 31 December 2018 ("the Performance Period") or they will lapse and will be cancelled. The LTIP members are subject to a lock-in and shall be restricted from selling any of the new Ordinary Shares unless and to the extent necessary to satisfy any tax liability resulting from the receipt of the Subsidiary Shares or exchange into Ordinary Shares.
The lock-in period will end on the later of the third anniversary of the date of allotment of the relevant tranche of Ordinary Shares and the announcement of the annual results for the financial year of the Company ending 31 December 2018 provided that the lock-in period cannot in any event exceed the fifth anniversary of the inception date of this LTIP award or in the event of a change of control of the Company by a single shareholder or shareholders acting in concert holding more than 50% of the diluted share capital of the Company the lock-in period shall immediately end.
Enquiries:
TLA Worldwide | |
Michael Principe, Chief Executive Officer | +1 212 645 2141 |
Numis Securities | |
Nick Westlake, Adrian Trimmings (Nomad) | +44 20 7260 1000 |
David Poutney (Broker) | |
Luther Pendragon | |
Harry Chathli, Alexis Gore | +44 20 7618 9100 |
About TLA Worldwide
TLA Worldwide is a leading athlete representation, event management and sports marketing group quoted on London's AIM. The Group derives revenues from long term agency relationships with many prominent US and international sports stars, broadcasters and media personalities associated with major sports including the MLB, NFL, NBA, PGA tour, AFL and Olympians and Cricketers. In addition, it also provides a range of services in respect of media consultancy, sports sponsorship and event creation and ownership, including the International Champions Cup tournament in Australia. With over 140 full-time personnel, TLA Worldwide serves its clients from 10 locations worldwide including its offices in London, UK; New York Newport Beach, California, USA; Melbourne, Sydney, Perth and Adelaide, Australia. For more information, please visit www.tlaww-plc.com.