Last checked at 12 Jul 2021 07:00
RNS 12 July 2021
Mercia Asset Management PLC
("Mercia", the "Group" or the "Company")
Grant of Options
New Performance Share Plan ("PSP")
Mercia Asset Management PLC (AIM: MERC), the proactive, regionally focused specialist asset manager with c.£940million of assets under management, announces that, as noted in our recent full year preliminary results, Mercia wishes to incentivise its senior executives, aligning them with the future performance of the business and shareholders' interests. Mercia has therefore put in place a new performance share plan ("PSP") for the four senior executives. We believe this will both incentivise those senior executives and act as a powerful retention tool.
Pursuant to the PSP 8,800,000 nil cost options (the "PSP Options") over Ordinary Shares have been awarded to the Executive Directors and one further person discharging managerial responsibilities ("PDMR"). The options awarded under the new PSP sit within the existing 2014 Company Share Option Plan ("2014 CSOP Plan").
These PSP Options will, subject to the satisfaction of the performance condition, vest on the third anniversary of the date of grant of the options (the "Vesting Date") and be subject to a subsequent two-year holding period. The number of PSP Options which will vest on the Vesting Date will depend on the Company's total shareholder return ("TSR") over a performance period of three financial years, starting on the 1 April 2021. The number of PSP Options vesting will be calculated as follows: 50% of the PSP Options will vest based on the achievement of 10.0% TSR over the three-year performance period. Vesting will then increase on a straight-line basis to full vesting for the achievement of 20.0% TSR. TSR will be measured using the average share price for the 3 days prior to 31 March 2024. The PSP Options granted to the three Executive Directors and one PDMR are in line with the Group's remuneration policy and are subject to typical malus and clawback provisions.
Separately, pursuant to the 2014 CSOP Plan options over 2,220,000 Ordinary Shares ("CSOP Options") have been awarded to certain employees of the Company, including one PDMR, at an exercise price of 38.50p per Ordinary Share (being the closing mid-market price of an Ordinary Share on 9 July 2021). These CSOP Options will, subject to the satisfaction of the performance condition, vest in three equal tranches on the third, fourth and fifth anniversaries of the date of grant of the CSOP Options. The performance condition shall be satisfied if the total shareholder return (being the increase in the price of an Ordinary Share from a 38.50p base value added to dividend yield) from the date of grant to the third anniversary of the date of grant is not less than 8.0% (compound) per annum, using an average share price for the three days prior to the third anniversary of the date of grant.
Following the grant of these PSP Options and the CSOP Options above, the Company has a total of 31,804,140 unvested options in issue pursuant to the 2014 CSOP Plan, equating to 7.23% of the existing issued share capital of the Company.
Following the grant of these PSP Options and CSOP Options, the PDMRs listed below hold the following options and Ordinary Shares:
PDMR | Role | Grant of PSP or CSOP Options under 2014 CSOP Plan | Total number of options over Ordinary Shares | Interest in existing issued Ordinary Shares |
Mark Payton | Chief Executive Officer | 2,596,430 | 5,822,932 | 7,008,811 |
Martin Glanfield | Chief Financial Officer | 2,113,652 | 4,936,697 | 1,427,417 |
Julian Viggars | Chief Investment Officer | 2,113,652 | 5,736,697 | 846,385 |
Peter Dines | PDMR - Chief Operating Officer | 1,976,266 | 4,845,813 | 419,389 |
Ross Gardner | PDMR - Group Financial Controller | 200,000 | 200,000 | Nil |
Notification and public disclosure of transactions by persons discharging managerial responsibilities:
1 | Details of the persons discharging managerial responsibilities/person closely associated | ||
a) | Name | (i) Mark Payton, Chief Executive Officer (ii) Martin Glanfield, Chief Financial Officer (iii) Julian Viggars, Chief Investment Officer (iv) Peter Dines, Chief Operating Officer (v) Ross Gardner, Group Financial Controller | |
2 | Reason for the notification | ||
a) | Position/status | Executive Directors and PDMRs of the Company | |
b) | Initial Notification/ Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Mercia Asset Management PLC | |
b) | Legal Entity Identifier | 213800A1Q4CF57NECG66 | |
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 | Options over Ordinary Shares of £0.00001 each
ISIN - GB00BSL71W47 | |
b) | Nature of transaction | Grant of options | |
c) | Currency | GBP | |
d) | Price(s) and volume(s) | Exercise Price | Options over Ordinary Shares |
£0.00001 | (i) 2,596,430 | ||
£0.00001 | (ii) 2,113,652 | ||
£0.00001 | (iii) 2,113,652 | ||
£0.00001 | (iv) 1,976,266 | ||
£0.3850 | (iv) 200,000 | ||
e) | Aggregate information - Aggregate volume - Price - Aggregate total | N/A - single transactions | |
f) | Date of the transaction | 9 July 2021 | |
g) | Place of the transaction | Outside a trading venue | |
-ENDS-
Enquiries
Mercia Asset Management PLC Mark Payton, Chief Executive Officer Martin Glanfield, Chief Financial Officer www.mercia.co.uk
| +44 (0)330 223 1430 |
Canaccord Genuity Limited (NOMAD and Joint Broker) Simon Bridges, Emma Gabriel
| +44 (0)20 7523 8000 |
N+1 Singer (Joint Broker) Harry Gooden, James Moat
| +44 (0)20 7496 3000 |
FYI Consulting Tom Blackwell, Louisa Feltes, Shiv Talwar mercia@fticonsulting.com | +44 (0)20 3727 1051 |
About Mercia Asset Management PLC
Mercia is a proactive, specialist asset manager focused on supporting regional SMEs to achieve their growth aspirations. Mercia provides capital across its four asset classes of balance sheet, venture, private equity and debt capital: the Group's 'Complete Connected Capital'. The Group initially nurtures businesses via its third-party funds under management, then over time Mercia can provide further funding to the most promising companies, by deploying direct investment follow-on capital from its own balance sheet.
The Group has a strong UK footprint through its regional offices, 19 university partnerships and extensive personal networks, providing it with access to high-quality deal flow. Mercia currently has c.£940million of assets under management and, since its IPO in December 2014, has invested c.£111million gross into its direct investment portfolio.
Mercia Asset Management PLC is quoted on AIM with the EPIC "MERC".