21 May 2021 16:13
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 May 2021
Ocean Outdoor Limited
(the "Company")
Management Incentive Plan
The Company announces today the approval of the implementation of a management long-term incentive plan ("MIP"). The MIP will act as a replacement to the previous management incentive plan that was in place ("Previous MIP").
The group's Remuneration Committee ("Remco") has ensured that incentives are granted on terms which incentivise sustainable long-term growth and align Directors' and employees' interests with the interests of shareholders. Remco wishes to implement the MIP for executives and key members of the management team ("Participants") in the group to motivate and incentivize Participants for their performance in growing the business and maximizing value for shareholders. Alongside this objective, the Company wishes to ensure that key talent is retained.
Structure of MIP
The MIP is comprised of (i) a cash component ("Cash Incentive"); and (ii) new classes of Hurdle Shares in Ocean Jersey Topco Limited ("JerseyCo") ("Hurdle Shares"). Participants will acquire a combination of Cash Incentive and Hurdle Shares.
The Cash Incentive will vest over a three year period, subject to the achievement of EBITDA targets set out below. There are two performance periods:
· Performance Period 1: the period from 1 July 2021 to 31 December 2022 (inclusive).
· Performance Period 2: the financial year ending 31 December 2023.
The "Performance Schedule" of the Company's EBITDA shall be:
Performance Period | Minimum Performance (GBP) | Threshold Performance (GBP) | Target Performance (GBP) | Maximum Performance (GBP) |
1 | 32,400,000 | 43,200,000 | 51,200,000 | 54,700,000 |
2 | - | 36,300,000 | - | 48,100,000 |
The value of a Cash Incentive pool shall be calculated by reference to the Performance Schedule as follows:
Performance Period | Minimum Value (GBP) | Threshold Value (GBP) | Target Value (GBP) | Maximum Value (GBP) |
1 | 2,850,000 | 5,700,000 | 7,100,000 | 8,900,000 |
2 | - | 4,650,000 | - | 5,770,000 |
Early payment of the Cash Incentive may be made on the occurrence of certain events, such as a takeover, scheme of arrangement and winding-up.
The Hurdle Shares will vest over time but will only be entitled to a percentage of the growth in the equity value of the Company in excess of certain pre-determined values. The Hurdle Shares have a target price, which is their base value (set by reference to share price at date of grant) increased by 10% compounded annually from 1 January 2021 to the first date of the relevant put option period (without regard to the date that the put option is actually exercised) ("Hurdle Target Price"). Each Hurdle Share will entitle the Participant to receive an amount which will depend on the "Excess", which is the amount by which the volume weighted average price of an Ocean Outdoor Limited share at the relevant date exceeds the Hurdle Target Price. The amount will be determined by applying the following percentages to each relevant portion of the Excess:
Percentage of the portion of the Excess to which entitled | Portion of Excess ($) |
100 | 0.01-5.00 |
80 | 5.01-20.00 |
50 | 20.01-30.00 |
Nil | 30.01 and above |
Put options are attached to the Hurdle Shares to enable Participants to realise value on a pre-determined date, or on a sale of the Company (or JerseyCo), subject to the relevant Hurdle Price having been achieved at the relevant time. The Company will hold corresponding call options which can be exercised on certain events.
Customary malus, clawback and leaver provisions apply to the MIP.
In order to implement the MIP, the hurdle shares issued under the Previous MIP will be repurchased pursuant to buy-back and termination agreements with the relevant managers. The articles of association of JerseyCo will be amended to allow for the issue of the new Hurdle Shares and it is proposed that managers will enter into a new master investor agreement. The Cash Incentive will be documented in a new cash long-term incentive plan and associated award agreements.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for this announcement is Stephen Joseph, COO and CFO.
For further information please contact:
Ocean Outdoor 020 7292 6161
Tim Bleakley, CEO
Susann Jerry, Head of Corporate Communications
Yellow Jersey PR 07747 788 221
Charles Goodwin
Joe Burgess
Annabel Atkins