Last checked at 8 Feb 2019 14:42
K3 Business Technology Group plc
("K3", "Company" or "Group")
LTIP Option Scheme
On 5 April 2018, K3 announced the grant by the Remuneration Committee of the K3 Board ("RemCo") of 2,540,000 new options to certain PDMRs ("LTIP Options"). These grants were made under the terms of a K3 Long Term Incentive Plan (the "LTIP") and together amounted to approximately 5.9% of the Company's non-diluted issued share capital at that time.
Additional LTIP Options
Today, the RemCo has granted an additional 350,000 LTIP Options to the PDRM's set out below. The additional awards amount to approximately 0.8% of the Company's current non-diluted issued share capital. These grants have been made to provide consistency of reward and incentive to the entire senior management team at K3; previously these individuals were the only members of the senior management team who had either not been awarded LTIP Options, or had been awarded LTIP Options in a lower amount. The LTIP Options have been granted on and subject to the same LTIP rules and based on the same targets to ensure alignment of incentivisation. All of the LTIP Options are exercisable at a price of 25p per share, being nominal value.
Name | LTIP Options awarded |
Christina Humphrey | 200,000 |
Peder Falck | 150,000 |
LTIP Structure
The structure of the LTIP, as announced by K3 on 5 April 2018, is as follows:
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.
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) Camille Gochez (Corporate Broking)
| T: 020 7220 0500 |
KTZ Communications | Katie Tzouliadis | T: 020 3178 6378 |
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 | 8 February 2019 |
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 | Christina Humphrey |
2. | Reason for notification | |
b) | Position / status | HR 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) | 200,000 Options awarded
|
d) | Aggregated information Aggregated volume Price | n/a |
e) | Date of the transaction | 8 February 2019 |
f) | Place of the transaction | Outside a trading venue |