Last checked at 26 Apr 2019 18:23
FOR RELEASE ON | 26 April 2019 |
IP Group plc - LTIP & DBSP awards; exercise of DBSP options
IP Group plc (LSE: IPO) ("IP Group" or "the Group" or "the Company"), the developer of intellectual property-based businesses, announces the following in connection with its employee share schemes.
Long Term Incentive Plan (the "LTIP")
IP Group made conditional awards of 5,627,936 ordinary shares of two pence each ("Shares") to its executive directors, other persons discharging managerial responsibilities ("PDMRs") and certain other employees under its Long-Term Incentive Plan on 25 April 2019.
The performance measures attaching to the 2019 awards are based on the achievement of targets linked to growth in the Company's "hard" net assets ("Hard NAV") and total shareholder return ("TSR") as described in the Directors' Remuneration Report of the Annual Report and Accounts. The starting point for the TSR target is 94.9p, being the one-month average closing price up to the date of grant. The starting point for the Hard NAV performance measure is the Group's audited Hard NAV at 31 December 2018 of £1,217.5m. The number of Shares conditionally awarded was calculated using the closing price on 25 April 2019 of 99.1p.
Assuming satisfaction of the conditions in full, the awards will ordinarily vest on or after 31 March 2022 and will be subject to a minimum two-year post-vesting holding period, after which the Shares will be delivered to the participants.
Conditional awards over 3,306,656 Shares have been made to the executive directors and other PDMRs, as set out in the table below, with awards over a further 2,321,280 to other of the Group's employees.
Executive Director/PDMR | Maximum number of Shares conditionally awarded in respect of 2019 LTIP | Maximum number of conditionally awarded Shares outstanding at the date of this announcement |
Alan Aubrey | 1,282,038 | 3,033,577 |
David Baynes | 566,094 | 1,339,780 |
Mike Townend | 566,094 | 1,339,780 |
Greg Smith | 566,094 | 1,339,780 |
Sam Williams | 226,437 | 812,968 |
Mark Reilly | 99,899 | 223,198 |
The number of Shares stated is the maximum number that could be issued to each executive director or PDMR upon full satisfaction of the performance conditions attaching to the awards.
As at the date of this announcement, a total of 15,336,437 Shares conditionally awarded to executive directors, other PDMRs and employees of IP Group remain outstanding under the IP Group LTIP and subject to performance conditions. A further 2,425,644 awards remain outstanding to the Group's employees under other long-term incentive schemes including the former Touchstone Innovations plc long-term incentive plans.
Deferred Bonus Share Plan ("DBSP")
IP Group made awards over Ordinary Shares to certain Executive Directors, PDMRs and certain other employees under the Company's DBSP on 25 April 2019. The awards reflect the deferral of fifty per cent. of each person's award above £25,000 under the Group's Annual Incentive Scheme ("AIS") in respect of the Group's performance for the financial year ended 31 December 2018. The following table sets out details of the awards made to the Executive Directors and PDMRs:
Name of Director/PDMR | Structure of award | Number of Shares awarded under the DBSP | Total number of Shares held under the DBSP |
Alan Aubrey | Nil-Cost Option | 22,564 | 144,915 |
David Baynes | Nil-Cost Option | 10,698 | 86,151 |
Mike Townend | Nil-Cost Option | 10,698 | 86,151 |
Greg Smith | Nil-Cost Option | 10,698 | 82,807 |
Sam Williams | Nil-Cost Option | 14,770 | 30,410 |
Mark Reilly | Nil-Cost Option | 13,314 | 16,820 |
In addition to the above, awards over a total of 109,364 shares were made to certain other of the Group's employees.
No consideration was paid for the grant of the awards and no consideration is due on the maturity of the awards. Fifty per cent. of the awards will normally be exercisable on 31 March 2020 and fifty per cent. on 31 March 2021, each generally subject to continued employment. The awards shall be exercisable for a maximum of three years from the date of grant.
Exercise of historic DBSP options
Certain of the Group's employees exercised DBSP options over a total of 91,644 Shares on 26 April 2019. IP Group's employee benefit trust satisfied the exercise of these options through the purchase of 91,644 existing Shares at an average price of 99.7p.
Two of the Group's PDMRs, Mark Reilly and Sam Williams, exercised DBSP options at this time. Mark Reilly sold sufficient Shares to meet his tax liabilities, retaining the balance of Shares, while Sam Williams sold all of the Shares resulting from the exercise of his option.
Shares in issue
At the date of this announcement the Company has 1,059,144,595 ordinary shares in issue.
The following information is being disclosed pursuant to the requirements of MAR.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
LTIP awards
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||||||||||||||
a) | Name | Alan AubreyMike TownendGreg SmithDavid BaynesSam WilliamsMark Reilly | |||||||||||||||||||||
2 | Reason for the notification | ||||||||||||||||||||||
a) | Position/status | Director Chief Executive OfficerDirector Chief Investment OfficerDirector Chief Financial OfficerDirector Chief Operating OfficerPDMR Managing Partner, Life SciencesPDMR Managing Partner, Technology | |||||||||||||||||||||
b) | Initial notification /Amendment | Initial Notification | |||||||||||||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||||
a) | Name | IP Group plc | |||||||||||||||||||||
b) | Legal Entity Identifier | 213800HG22UM138WFG43 | |||||||||||||||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||||||||||||||||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 | |||||||||||||||||||||
b) | Nature of the transaction | Grant of Options under the IP Group plc LTIP | |||||||||||||||||||||
c) | Currency | GBP | |||||||||||||||||||||
d) | Price(s) and volume(s) |
| |||||||||||||||||||||
e) | Aggregated information -Aggregated volume - Price - Aggregated total |
Aggregated Number of Shares Granted Under the LTIP to Directors and PDMRs on 25 April 2019: 3,532,488 Price: £ nil | |||||||||||||||||||||
f) | Date of the transaction | 25 April 2019. | |||||||||||||||||||||
g) | Place of the transaction | London Stock Exchange, Main Market | |||||||||||||||||||||
DBSP awards
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||||||||||||||
a) | Name | Alan AubreyMike TownendGreg SmithDavid BaynesSam WilliamsMark Reilly | |||||||||||||||||||||
2 | Reason for the notification | ||||||||||||||||||||||
a) | Position/status | Director Chief Executive OfficerDirector Chief Investment OfficerDirector Chief Financial OfficerDirector Chief Operating OfficerPDMR Managing Partner, Life SciencesPDMR Managing Partner, Technology | |||||||||||||||||||||
b) | Initial notification /Amendment | Initial Notification | |||||||||||||||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||||||||
a) | Name | IP Group plc | |||||||||||||||||||||
b) | Legal Entity Identifier | 213800HG22UM138WFG43 | |||||||||||||||||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||||||||||||||||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of 2p each in IP Group plc
ISIN: GB00B128J450
| |||||||||||||||||||||
b) | Nature of the transaction | Grant of Options under the IP Group plc DBSP | |||||||||||||||||||||
c) | Currency | GBP | |||||||||||||||||||||
d) | Price(s) and volume(s) |
| |||||||||||||||||||||
e) | Aggregated information -Aggregated volume - Price - Aggregated total |
Aggregated Number of Shares Granted Under the DBSP to Directors and PDMRs on 25 April 2019: 82,742 Price: £ nil | |||||||||||||||||||||
f) | Date of the transaction | ||||||||||||||||||||||
g) | Place of the transaction | London Stock Exchange, Main Market | |||||||||||||||||||||
DBSP exercise
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name | Mark Reilly | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | PDMR Managing Partner, Technology | ||||||
b) | Initial notification /Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | IP Group plc | ||||||
b) | Legal Entity Identifier | 213800HG22UM138WFG43 | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 | ||||||
b) | Nature of the transaction | Exercise of options in connection with the 2018 DBSP Awards | ||||||
c) | Currency | GBP | ||||||
d) | Price(s) and volume(s)
|
| ||||||
e) | Aggregated information -Aggregated volume
- Price
- Aggregated total |
3,506
99.7p
£3,495.48 | ||||||
f) | Date of the transaction | 26 April 2019 | ||||||
g) | Place of the transaction | London Stock Exchange, Main Market | ||||||
2 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name | Sam Williams | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | PDMR Managing Partner, Life Sciences | ||||||
b) | Initial notification /Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | IP Group plc | ||||||
b) | Legal Entity Identifier | 213800HG22UM138WFG43 | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 | ||||||
b) | Nature of the transaction | Exercise of options in connection with the 2016 and 2018 DBSP Awards | ||||||
c) | Currency | GBP | ||||||
d) | Price(s) and volume(s)
|
| ||||||
e) | Aggregated information -Aggregated volume - Price - Aggregated total |
31,280 99.7p £31,186.16 | ||||||
f) | Date of the transaction | 26 April 2019 | ||||||
g) | Place of the transaction | London Stock Exchange, Main Market | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name | Mark Reilly | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | PDMR Managing Partner, Technology | ||||||
b) | Initial notification /Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | IP Group plc | ||||||
b) | Legal Entity Identifier | 213800HG22UM138WFG43 | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 | ||||||
b) | Nature of the transaction | Sale | ||||||
c) | Currency | GBP | ||||||
d) | Price(s) and volume(s)
|
| ||||||
e) | Aggregated information -Aggregated volume - Price - Aggregated total |
1,746 shares 99.7p £1,740.76 | ||||||
f) | Date of the transaction | 26 April 2019 | ||||||
g) | Place of the transaction | London Stock Exchange, Main Market | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name | Sam Williams | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | PDMR Managing Partner, Life Sciences | ||||||
b) | Initial notification /Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | IP Group plc | ||||||
b) | Legal Entity Identifier | 213800HG22UM138WFG43 | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450 | ||||||
b) | Nature of the transaction | Sale | ||||||
c) | Currency | GBP | ||||||
d) | Price(s) and volume(s)
|
| ||||||
e) | Aggregated information -Aggregated volume - Price - Aggregated total |
31280 99.7p £31,186.16 | ||||||
f) | Date of the transaction | 26 April 2019 | ||||||
g) | Place of the transaction | London Stock Exchange, Main Market | ||||||
For more information, please contact:
IP Group plc | www.ipgroupplc.com |
Alan Aubrey, Chief Executive OfficerGreg Smith, Chief Financial OfficerLiz Vaughan-Adams, Communications | +44 (0) 20 7444 0050+44 (0) 20 7444 0062/+44 (0) 7979 853802 |
Charlotte Street Partners | |
Andrew Wilson | +44 (0) 7810 636995 |
David Gaffney | +44 (0) 7854 609998 |
Notes for editors
About IP Group
IP Group is a leading intellectual property commercialisation company which focuses on evolving great ideas, mainly from its partner universities, into world-changing businesses. The Group has pioneered a unique approach to developing these ideas and the resulting businesses by providing access to business building expertise, capital (through its 100%-owned FCA-authorised subsidiaries IP Capital and Parkwalk Advisors), networks, recruitment and business support. IP Group has a strong track record of success and its portfolio comprises holdings in early-stage to mature businesses across life sciences and technology. IP Group is listed on the Main Market of the London Stock Exchange under the code IPO.
For more information, please visit our website at www.ipgroupplc.com.
ENDS