10 Jun 2021 07:00
10 June 2021
Northbridge Industrial Services Plc
("Northbridge" or the "Company")
Long Term Incentive Plan ('LTIP')
Northbridge Industrial Services plc, the industrial services and rental company, today announces that a Long Term Incentive Plan (the "LTIP") has been adopted by the Board of the Company to align and incentivise the whole Board of Directors to work collectively to deliver both growth and increased returns on investment and thereby create significant shareholder value for investors through share price performance.
The LTIP has been formed as a growth share scheme whereby new shares in a subsidiary company, Crestchic Limited, have been purchased at nominal cost and awarded to the participants of the LTIP in the proportions set out in the table below (the "Growth Shares"). After a three-year vesting period, the Growth Shares will be exchangeable into, in aggregate, a maximum of 1,500,000 ordinary shares in the Company ("Ordinary Shares") at nil further cost to the participant.
Director | Title | Percentage of LTIP available to participant | Maximum no. of Ordinary Shares available under the LTIP |
Peter Harris | Executive Chairman | 25% | 375,000 |
Iwan Phillips | Finance Director | 20% | 300,000 |
Chris Caldwell | Managing Director (Crestchic) | 20% | 300,000 |
Stephen Yapp | Senior Independent Director | 7% | 105,000 |
Judith Aldersey-Williams | Independent Non-Executive Director | 5.5% | 82,500 |
Nitin Kaul | Independent Non-Executive Director | 5.5% | 82,500 |
Unallocated |
| 17% | 255,000 |
Total |
| 100% | 1,500,000 |
The number of Growth Shares exchangeable into Ordinary Shares depends on the Company's share price performance during the three-year vesting period, with a minimum hurdle rate of 150 pence per Ordinary Shares required prior to any vesting (a 27 per cent. increase from the closing share price on 9 June 2021 of 118.50 pence ("Closing Price") and a maximum threshold of 225 pence per Ordinary Shares (a 90 per cent. increase from the Closing Price):
· At 150 pence per share or below, no value is delivered to participants.
· At 225 pence per share, the LITP will be awarded in full.
· Between 150 pence per share and 225 pence per share, the LTIP award increases on an exponential basis up to the maximum award.
Pursuant to the terms of the LTIP, the base share price used to calculate the gain in shareholder value was set at 100 pence and the award to participants is capped at 9 per cent. of the increase in shareholder value over the three-year vesting period. Based on the Closing Price this equates to 10.6 per cent. of the total value created for shareholders.
A 30-day averaging period will be used to measure the share price achieved to ensure that performance will not be unduly impacted by short-term volatility and key components of the scheme will be adjusted for any dividend payments or capital adjustments which may occur over the period as deemed fair by the remuneration committee.
Participants have a 6-month period following the vesting period to exchange the Growth Shares into Ordinary Shares, following which all unconverted Growth Shares will be cancelled. Any Growth Shares which lapse due to performance after three years will not then be eligible to vest based on subsequent performance.
Earlier conditional vesting of options could occur if the option holder ceases employment on good leaver terms as detailed within the LTIP or if the Remuneration Committee considered it appropriate, on the occurrence of a change of control or another major corporate event.
It is the intention of the Board that the future issuance of shares under the LTIP will be made from any treasury shares acquired during the vesting period if it is deemed to be in the best interest of shareholders at the time.
The unallocated part of the LTIP may be allocated to new or existing participants at the Remuneration Committee's discretion.
In anticipation of the adoption of the scheme, LTIP participants were not awarded any options under the existing share option scheme when the 2021 grants were awarded on 15 April and no share options will be awarded to LTIP participants for the duration of the LTIP vesting period. The exercise price of the share options that were awarded on 15 April was based on the closing price on 14 April of 100 pence per share and that price has been used as the base price for the LTIP.
In the preparation of this LTIP plan, the input of a number of the Company's key shareholders has been sought.
Related Party Transaction
The aggregate award of the Growth Shares set out above to certain directors of the Company, being Peter Harris, Executive Chairman, Iwan Phillips, Finance Director, Chris Caldwell, Managing Director (Crestchic), Stephen Yapp, Senior Independent Director, Judith Aldersey-Williams, Non-Executive Director, and Nitin Kaul, Non-Executive Director, is deemed to be a related party transaction pursuant to the AIM Rules for Companies. The independent Director of the Company in relation to this transaction, being Ash Mehta, Non-Executive Director, considers having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the award of the Growth Shares to the above-mentioned directors is fair and reasonable so far as the shareholders of the Company are concerned.
Following the above grant of Growth Shares, the Company has a total of 3,888,292 options in issue over Ordinary Shares, representing approximately 13.9 per cent. of the Company's issued share capital. 2,590,198 (9.2 per cent. of the company's issued share capital) of the options have exercise prices over 150 pence and 525,100 (1.9 per cent. of the company's issued share capital) of the options have exercise prices over 225 pence.
-Ends-
For further information
Northbridge Industrial Services Plc 01283 531645
Peter Harris, Executive Chairman
Iwan Phillips, Finance Director
Shore Capital (Nominated Adviser and Broker) 020 7408 4050
Robert Finlay / David Coaten / Henry Willcocks
Buchanan Communications 020 7466 5000
Charles Ryland / Stephanie Watson
About Northbridge:
Northbridge Industrial Services plc hires and sells specialist industrial equipment. With offices or agents in the UK, USA, The Middle East, Belgium, Germany, France, Australia, New Zealand, Singapore, China and South Korea, Northbridge has a global customer base. This includes utility companies, renewables, the oil and gas sector, data centres, shipping, banking, mining, construction and the public sector. The product range includes loadbanks, transformers, and drilling tools. Northbridge was admitted to AIM in 2006 since when it has grown by providing a high level of service, responsiveness and flexibility to customers.