Last checked at 1 Jul 2015 07:00
1 July 2015
Vislink Plc
("Vislink", the "Company" or the "Group")
Grant of Executive Directors' Awards under 2015 Value Creation Plan
Vislink has adopted an incentive policy for executive directors and senior management which is directly linked to delivering significant shareholder value over the long term. As a result, the Company announces the one-off grant of newly created growth shares under the Company's 2015 Value Creation Plan adopted by the Board on the 24th June 2015 (Value Creation Plan or "VCP") for Executive Directors and a senior manager (the "Participants"). The growth shares have no value below the Hurdle set at £85 million, representing a premium to the closing market capitalisation of the Group on 30 June 2015 of over 20%.
Background
To build on the progress from 2010 to 2014 in which the Group's adjusted operating profit* increased from a loss of £8.4m to a profit of £7.2m, the Group's Remuneration Committee (the "Committee") has decided that there is a need for the implementation of a new long term incentive policy. The Committee has liaised with external advisers to create a management incentive scheme designed to reward the creation of value for shareholders through the successful implementation of the Company's long term strategy. The key principle of the new policy is to link any reward only to the performance of the Company's share price (adjusted as applicable) over the long term.
Awards under the VCP
The VCP has been designed so that the Participants will only benefit if significant value is delivered to shareholders through share price accretion. The value of the VCP will be adjusted to account for any equity placing, share buyback or special dividend that occurs in the period. The commercial objective behind the proposed plan is to reward the Participants for substantial growth in shareholder value over a three year period.
The VCP involves the issue of a special class of shares (known as "growth shares") in a new intermediate group holding company that sits between the current trading subsidiaries and the parent, Vislink plc. The growth shares will normally convert into a certain number of ordinary shares in Vislink plc ("Vislink shares") at the end of the VCP three year performance period based on the Company's share price at the end of this period.
Performance Criteria
The performance period will run over the three financial periods FY15, FY16 and FY17. For any of the growth shares to convert to Vislink shares, the value of the Group (together with any value delivered to shareholders during that three year period outside the normal dividends) at the end of the period must exceed a "Hurdle". This Hurdle is set at £85 million, representing a premium to the closing market capitalisation of the Group on 30 June 2015 of over 20%. The value to be received by the Participants at the end of the three year performance period will represent 15.38% of the market capitalisation of the Group above the Hurdle. The Participants will not be participating in any other new Share Plans during the three year performance period. Existing long term Share Plans will be available for other key management within the Group.
Grant and conditions
On 30 June 2015, the following Executive Directors and senior management were granted awards over growth shares under the VCP. Subject to the usual good leaver provisions, these growth share awards will vest in June 2018 and, provided the Hurdle has been reached, will be exchanged for Vislink shares no earlier than three months after the announcement of the audited results for the Group's financial year ending 31 December 2017. The Participants would be required to hold any Vislink shares received for 12 months from receipt of the shares.
Executive Director | Position | Growth Shares Awarded | |
John Hawkins | Executive Chairman | 4,000 | |
Ian Davies | Group Financial Director | 3,000 | |
Simon Derry | Chief Executive Officer, Vislink Communication Systems | 3,000 |
No payment has been made for the grant of these awards and the growth shares have a nominal value of £1 each at grant.
* Adjusted operating profit is operating profit from continuing operations before the amortisation and impairment of acquired intangibles, and other non-recurring costs.
Related Party Transaction
The grant of shares under the VCP constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The directors of the Company, other than John Hawkins and Ian Davies, having consulted with the Company's nominated adviser, N+1 Singer, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
For further information please contact:
John Hawkins, Executive Chairman | +44 (0) 14 88 68 55 00 |
Ian Davies, Group Finance Director | +44 (0) 14 88 68 55 00 |
Charlie Jack / Katie Matthews Hudson Sandler | +44 (0) 20 77 96 41 33 |
Shaun Dobson / Alex Wright N+1 Singer | +44 (0) 20 74 96 30 00 |
About Vislink plc
Vislink plc is a leading global technology business specialising in the collection, delivery and management of high quality live video 'from scene to screen'.
For the broadcast markets, Vislink provides wireless communication solutions for the collection of live news, sport and entertainment as well as software solutions for channel playout automation, channel-in-a-box and video content management. Vislink also provides secure video communications for surveillance and public safety applications such as law enforcement and homeland security.
Vislink employs over 250 people worldwide with offices in the UK, USA, UAE, Brazil and Singapore and manufacturing operations in the UK and the USA. Vislink has net assets of over £55 million and continuously invests in innovation.
The Company is listed on the AIM market of the London Stock Exchange (AIM:VLK). For further information, visit www.vislink.com.