Last checked at 9 May 2019 12:55
9 May 2019
KINGSWOOD HOLDINGS LIMITED
("Kingswood", the "Company" or the "Group")
Long Term Incentive Plan Awards
Kingswood Holdings Limited (AIM: KWG), trading as Kingswood, the integrated wealth management group, is pleased to announce the granting of Long Term Incentive Plan 2019 ("2019 LTIP") awards to Directors of the Company, recent additions to the team and select team members in order to align them with the delivery of future long term goals (the "Awards"). Kingswood is committed to an employee ownership model and earlier this year rolled out a new organisation and title structure, culminating in the creation of the first group of Managing Directors and Partners in the firm.
The 2019 LTIP has been established to incentivise Board members and staff to reinforce shareholder value over the long term.
Director Awards
The following Awards under the 2019 LTIP are options over ordinary shares of the Company with an exercise price of 5 pence and were granted to certain Directors of the Company (the "LTIP Directors") on [9] May 2019 (the "Director Awards"). The LTIP Directors currently hold no other share options in the Company.
Name | Role | Number of options granted under the Award | Exercise Price (p) | Vesting Date |
Gary Wilder | Chief Executive Officer | 5,000,000 | 5.0 | 09/05/2022 |
Graydon Butler | Chief Operating Officer | 3,000,000 | 5.0 | 09/05/2022 |
Buzz West | Non-Executive Chairman | 3,000,000 | 5.0 | 09/05/2022 |
Jonathan Massing | Non-Executive Deputy Chairman | 5,000,000 | 5.0 | 09/05/2022 |
David Hudd | Non-Executive Director | 1,500,000 | 5.0 | 09/05/2022 |
These Director Awards are subject to a three-year performance period followed by a holding period of two years and are further subject to claw back and malus provisions. The Director Awards are linked to the Group's growth measured against performance targets summarised below:
50 per cent of the Director Award is subject to the Group achieving the following EBITDA targets:
Performance period | EBITDA target | % of EBITDA element vesting |
FY19 | £2.5m | 33.3 |
FY20 | £4.0m | 33.3 |
FY21 | £5.4m | 33.3 |
The EBITDA element of the Director Award is also conditional on the Company's share price being not less than 18.9 pence per share (200 per cent. of 20 day average closing mid price prior to grant of the Director Awards) at the end of the three year performance period.
The remaining 50 per cent of the Director Award is subject to achieving the following total shareholder return ("TSR") target (20 day average closing mid price at the end of the third year adjusted for any other shareholder returns):
Performance tier | Share price at 31/12/21 | % of TSR element vesting |
Below threshold | 0% | |
Threshold | 50p | 70% |
Maximum | 60p | 100% |
Between threshold and maximum | Between 50p and 60p | 70-100% pro-rata on a straight line basis |
These Director Awards represent 10.9 per cent of the current issued share capital of the Company.
Buzz West, Chairman, Kingswood, said: "The 2019 LTIP has been established to ensure that the incentivisation of the Company's Board is effective and fair and motivates the Directors to deliver success for the Group, its shareholders and employees over the long term".
Related party transaction
The LTIP Awards to each of the LTIP Directors are considered a related party transaction pursuant to rule 13 of the AIM Rules. Accordingly, Jonathan Freeman who is an independent director for the purposes of the LTIP Awards, considers, having consulted with finnCap Ltd, the Company's Nominated Adviser, that the terms of the LTIP Awards are fair and reasonable insofar as shareholders are concerned.
Senior Management Awards
A further 8,750,000 awards have been made to members of senior management, with a vesting date of 31 December 2021, three-year performance period, two-year holding period, claw back and malus provisions, bringing the total awards made to senior management to 19,100,000 awards under this scheme.
Depending on the recipient of the awards, some will be subject to Group target EBITDA and TSR performance conditions (as above), with the remainder subject to Group target EBITDA targets (as above) and individual portfolio targets (including Assets Under Management / Assets Under Administration, revenue and profit).
To date, including the Director Awards, a total of 36,600,000 awards have been made under the 2019 LTIP, representing 22.8% of the Company's issued share capital.
Buzz West, Chairman, Kingswood, said: "The Remuneration Committee is keen to ensure that the rewards of the Company's senior team are structured to ensure that they will be effective, fair and motivate them to deliver success for the Group, its shareholders and employees over the long term".
The information below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
For further details, please contact:
Kingswood Holdings Limited |
+44 (0)20 7293 0730 |
Gary Wilder / Patrick Goulding
| www.kw-wealth.com |
finnCap Ltd (Nomad and Broker) | +44 (0)20 7220 0500 |
Ed Frisby / Scott Mathieson / Anthony Adams (Corporate Finance) Tim Redfern / Richard Chambers (ECM)
| |
Greentarget (for media) | +44 (0)20 7324 5480 |
Jamie Brownlee |
About Kingswood
Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG) integrated wealth management group, with more than 4,500 active clients and c.£2 billion of Assets Under Management and Advice. It has a growing network of offices in the UK including London, Manchester, Cheltenham, Maidstone, Worcester, Beverley and Abingdon, and an office in Johannesburg, South Africa.
Kingswood offers a portfolio of services to its clients, which range from private individuals to some of the UK's largest universities and institutions, including investment advice and management, personal and company pensions, wealth planning, and stockbroking. Kingswood is focused on becoming a leading player in the wealth management market through targeted acquisitions in the UK, with the ultimate goal of creating a global business through strategic partnerships and its ambition is to gain a foothold in the US market in the near future.
1. | Details of the Person discharging managerial responsibilities ("PDMR") / person closely associated with them ("PCA") | |||||||||||||||||||
a) | Name |
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2. | Reason for the notification | |||||||||||||||||||
a) | Position / status |
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b) | Initial notification / amendment | Initial notification | ||||||||||||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||||||||
a) | Name | Kingswood Holdings Limited | ||||||||||||||||||
b) | Legal Entity Identifier | 213800DX97OROHY26686 | ||||||||||||||||||
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 | Options over ordinary shares of 5 pence each in the Company
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b) | Nature of the transaction | Award of options under the 2019 LTIP | ||||||||||||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Aggregated price |
5p exercise price | ||||||||||||||||||
e) | Date of the transaction(s) | [9] May 2019 | ||||||||||||||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||||||||||||||