Last checked at 15 Dec 2016 07:00
15 December 2016
Ubisense Group plc
("Ubisense" or the "Company")
Directors Dealings and Adoption of a new Long Term Incentive and Share Option Plan
Ubisense Group plc (AIM: UBI) announces the adoption of a new Long Term Incentive and Share Option Plan ("LTISOP") and the grant of share awards to the Executive Directors under the LTISOP.
Background
The Company has recently completed through its Remuneration Committee a full review of its incentive arrangements supported by independent external advice, noting that no further awards were possible under the existing share option schemes. As a result of this review the Remuneration Committee has adopted a new 5 year LTISOP for its Executive Directors and other senior management members. The Remuneration Committee believes that the new LTISOP will encourage strong and sustained corporate performance in order to drive returns to shareholders over the longer-term. Furthermore, it will allow participants to build up a meaningful shareholding in the Company, hence helping to ensure that their interests are closely aligned with those of shareholders. Furthermore, the Remuneration Committee is satisfied that the composition and structure of the remuneration package is appropriate and does not incentivise undue risk-taking or reward underperformance.
Structure of the new LTISOP
An award of nominal cost options will be granted to the Executive Directors and a small number of other senior management staff. Performance conditions will be attached to all nominal-cost options requiring the Company's share price to exceed 70p for 60 consecutive calendar days between the 2nd and 3rd anniversary of issue for the shares to vest. Vested shares may be exercised after the 4th anniversary of issue. Recipients must remain an employee or director of the Company at the time of vesting. The LTISOP includes terms such that in the event of a takeover or business unit disposal delivering above target results then vesting and the ability to exercise the awards are accelerated for those recipients whose employment or directorship is impacted.
The maximum number of nominal cost options to be awarded will be 5,600,000.
Annual awards in the form of market value options may also be granted to the Executive Directors and senior management in future periods. Standard vesting terms are annual over 3 years and without performance conditions although the Remuneration Committee has the ability to vary these terms. The maximum number of market value options to be awarded will be limited to 5% of the issued share capital over the 5 year life of the LTISOP.
Awards under the LTISOP
On 14 December 2016, the following nominal cost option awards were made under the LTISOP:
Name | Position | Number of nominal cost option awards granted | Total of all outstanding options including new LTISOP award |
Peter Harverson | Executive Chairman | 850,000 | 941,333 |
Richard Petti | Chief Executive Officer | 1,600,000 | 1,600,000 |
Tim Gingell | Chief Financial Officer | 700,000 | 700,000 |
Following the awards above and the other awards to the senior management team, the number of outstanding nominal cost options is 5,600,000. Outstanding options awarded to certain employees in prior years under the existing share option scheme are 1,003,472, which have exercise prices between 14p and 225p, details of which were included in the 2015 Annual Report.
The awards to Directors under the LTISOP fall to be treated as a related party transaction under the AIM Rules for Companies. With the exception of those directors who are involved in the transaction as related parties, the Company's directors consider, having consulted with Numis Securities Limited its nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
For further information contact:
Ubisense Group plc +44 (0)1223 535170
Peter Harverson
Richard Petti
Tim Gingell
Numis Securities Limited +44 (0)20 7260 1000
Simon Willis
Jamie Lillywhite
Toby Adcock
Redleaf Communications +44 (0)20 7382 4730
Rebecca Sanders-Hewett
David Ison
About Ubisense
Ubisense (AIM: UBI), a global leader in Enterprise Location Intelligence solutions, helps manufacturing, communications and utility companies improve operational efficiency and boost profitability. Ubisense location intelligence systems bring clarity to complexity, enabling customers to revolutionise their operational effectiveness in a measurable way. Founded in 2002, Ubisense is headquartered in Cambridge, England, with offices in North America, France, Germany and Japan. For more information visit: www.ubisense.net.