Last checked at 5 Apr 2018 16:36
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
K3 Business Technology Group plc
("K3", "Company" or "Group")
LTIP Option Scheme
The Remuneration Committee of the K3 Board ("RemCo") has today granted 2,540,000 new options to certain PDMRs ("LTIP Options"). These grants have been made under the terms of a new K3 Long Term Incentive Plan (the "LTIP") and together amount to approximately 5.9% of the Company's current non-diluted issued share capital. All of the LTIP Options are exercisable at a price of 25p per share, being nominal value.
The LTIP Options awarded to PDMRs of the Group are as follows:
Name | LTIP Options awarded |
Adalsteinn Valdimarsson | 840,000 |
Robert Price | 550,000 |
Rod Barlow | 400,000 |
Sjoerd Starren | 300,000 |
Andrew Latham | 300,000 |
Peder Falck | 150,000 |
The LTIP Options vest in three tranches, as set out below, based on the achievement of certain hurdles relating to the adjusted operating profit ("AOP", being operating profits prior to any share based payment charges) of the Group for each of the two years to 30 November 2019 and, in respect of the last tranche, a further criteria based on the Company's share price during the 30 days immediately following the announcement of K3's results for the year ended 30 November 2020 (the "Price Vesting Criteria") and the Adjusted Profit per share for the year ending 30 November 2020.
The performance measures for each of the three years to 30 November 2020, and the proportion of each award vesting upon delivery are as follows:
Tranche | Year to 30 November | Minimum AOP to trigger award | % of total award triggered |
|
1 | 2018 | AOP of £5.8m | 20% |
|
2 | 2019 | AOP of £8.0m | 10% |
|
3a | 2020 | Adjusted Profit per share £0.19 - £0.28 | 0% - 35% | (based on a straight line sliding scale) |
3b | 2020 results announcement | Share Price £2.20 - £3.20 | 0% - 35% | (based on a straight line sliding scale) |
If performance criteria are missed for the first and/or second tranches, the awarded LTIP Options will be rolled over into the following year(s) but will only vest upon the achievement of the performance criteria of the second or third tranche, as the case may be. In the event that the first and second tranches are rolled into the third tranche, they will vest on the basis of a 50/50 split between the two separate third tranche tests, and upon achievement of the minimum target for the relevant of the two tests.
PDMR Dealing
The Company has also received notification from Johan och Marianne Claesson AB that on 29 March 2018, Johan och Marianne Claesson AB (a company controlled by Johan Claesson) has purchased 227,907 ordinary shares of 25p each in the capital of the Company ("Ordinary Shares") at a price of 172p per Ordinary Share from Carlton Telecom Inc, a company controlled by a family relation of Johan Claesson (the "Purchase"). Following the Purchase, the Company has been informed that the total number of Ordinary shares in which Mr Claesson is now interested is now 5,087,697 Ordinary Shares representing 11.85% of the total voting rights of the Company held as follows:
PJ Claesson | 351,700 |
Johan och Marianne Claesson AB | 1,947,461 |
Fastighets AB Bremia | 567,500 |
CA Fastigheter AB | 2,221,036 |
Total |
5,087,697 |
Carlton Telecom Inc, a company controlled by a family relation of Johan Claesson, is now interested in 2,148,093 Ordinary Shares representing 5.0% of the total voting rights of the Company.
The Company makes the below announcement and notification in accordance with the EU Market Abuse Regulation (No 596/2014) in respect of the Purchase and the LTIP Options:
Enquiries:
K3 Business Technology Group plc | Adalsteinn Valdimarsson, CEO Rob Price, CFO | T: 0161 876 4498 |
finnCap Limited (NOMAD & Broker)
| Julian Blunt/James Thompson (Corporate Finance) Emily Morris (Corporate Broking)
| T: 020 7220 0500 |
KTZ Communications | Katie Tzouliadis/Emma Pearson | T: 020 3178 6378 |
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
a) | Name | Adalsteinn Valdimarsson |
2. | Reason for notification | |
b) | Position / status | Chief Executive Officer |
c) | Initial notification / amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
b) | Name | K3 Business Technology Group plc |
c) | LEI | 213800QOJ9OF2AV81748 |
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
Identification code
| Options over ordinary shares of 25p each
GB00B00P6061 |
b) | Nature of the transaction | Award of Options under the K3 LTIP |
c) | Price(s) and volume(s) | 840,000 Options awarded
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 5 April 2018 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
a) | Name | Robert Price |
2. | Reason for notification | |
b) | Position / status | Chief Financial Officer |
c) | Initial notification / amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
b) | Name | K3 Business Technology Group plc |
c) | LEI | 213800QOJ9OF2AV81748 |
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
Identification code
| Options over ordinary shares of 25p each
GB00B00P6061 |
b) | Nature of the transaction | Award of Options under the K3 LTIP |
c) | Price(s) and volume(s) | 550,000 Options awarded
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 5 April 2018 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
a) | Name | Rod Barlow |
2. | Reason for notification | |
b) | Position / status | Divisional Managing Director |
c) | Initial notification / amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
b) | Name | K3 Business Technology Group plc |
c) | LEI | 213800QOJ9OF2AV81748 |
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
Identification code
| Options over ordinary shares of 25p each
GB00B00P6061 |
b) | Nature of the transaction | Award of Options under the K3 LTIP |
c) | Price(s) and volume(s) | 400,000 Options awarded
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 5 April 2018 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
a) | Name | Sjoerd Starren |
2. | Reason for notification | |
b) | Position / status | Divisional Managing Director |
c) | Initial notification / amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
b) | Name | K3 Business Technology Group plc |
c) | LEI | 213800QOJ9OF2AV81748 |
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
Identification code
| Options over ordinary shares of 25p each
GB00B00P6061 |
b) | Nature of the transaction | Award of Options under the K3 LTIP |
c) | Price(s) and volume(s) | 300,000 Options awarded
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 5 April 2018 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
a) | Name | Peder Falck |
2. | Reason for notification | |
b) | Position / status | Divisional Managing Director |
c) | Initial notification / amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
b) | Name | K3 Business Technology Group plc |
c) | LEI | 213800QOJ9OF2AV81748 |
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
Identification code
| Options over ordinary shares of 25p each
GB00B00P6061 |
b) | Nature of the transaction | Award of Options under the K3 LTIP |
c) | Price(s) and volume(s) | 150,000 Options awarded
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 5 April 2018 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
a) | Name | Andrew Latham |
2. | Reason for notification | |
b) | Position / status | Chief Technology Officer |
c) | Initial notification / amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
b) | Name | K3 Business Technology Group plc |
c) | LEI | 213800QOJ9OF2AV81748 |
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
Identification code
| Options over ordinary shares of 25p each
GB00B00P6061 |
b) | Nature of the transaction | Award of Options under the K3 LTIP |
c) | Price(s) and volume(s) | 300,000 Options awarded
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 5 April 2018 |
f) | Place of the transaction | Outside a trading venue |
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |
a) | Name | PJ Claesson |
2. | Reason for notification | |
b) | Position / status | Non-executive director |
c) | Initial notification / amendment | Initial Notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
b) | Name | K3 Business Technology Group plc |
c) | LEI | 213800QOJ9OF2AV81748 |
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
Identification code
| ordinary shares of 25p each
GB00B00P6061 |
b) | Nature of the transaction | Acquisition of ordinary shares of 25p each by Johan och Marianne Claesson AB, a company controlled by PJ Claesson, from Carlton Telecom Inc, a company controlled by a family relation of PJ Claesson
|
c) | Price(s) and volume(s) | Volume: 227,907 Price: 172p per Ordinary Share
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 29 March 2018 |
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |