19 Jan 2023 07:00
Smoove plc
("Smoove" or the "Company")
Grant of performance share awards under Long Term Incentive PlanandNotification of transactions by PDMRs
Smoove plc (AIM: SMV), the customer focused technology and services business aiming to revolutionise home moving and ownership, announces that on 17 January 2023 it adopted the Smoove plc Share Option Scheme and Joint Share Ownership Plan (the "JSOP", and together the "LTIP").
On 18 January 2023, the Company conditionally made awards over a total of 3,400,000 Ordinary Shares (the "Performance Shares") under the LTIP to its two Executive Directors and other senior employees.
Awards to its Executive Directors are detailed below.
Name | Position | Maximum Number of Performance Share Awards |
Jesper With-Fogstrup | Chief Executive Officer | 1,500,000 |
Michael Cress | Chief Financial Officer | 750,000 |
The awards are intended to align the incentives of the Executive Directors and other senior employees with the Company's performance and outcomes for shareholders over the long term and to provide effective and attractive levels of reward, based on delivering strong performance in a fair and proportionate manner.
The vesting of all the Performance Share awards is conditional on meeting a performance condition relating to gross profit and a share price performance condition, measured three years from the award date, as detailed below (the "Performance Conditions").
Subject to meeting the Performance Condition relating to gross profit, as well as the minimum share price Performance Condition (as set out below) a proportion of the Performance Shares will vest on the third anniversary of the award. At least 50% of any shares vested must be retained until the fourth anniversary of the date of award. The awards are subject to market standard leaver, malus and clawback provisions.
Upon the third anniversary of the award and providing the Performance Condition relating to gross profit has been met, the Performance Shares will vest on a straight-line basis according to the share price as below.
Share price target upon third anniversary | Portion of award which will vest |
Below 55 pence | No vesting |
55 pence | 33% |
80 pence | 100% |
In making its determination in relation to the achievement of the above conditions, the Remuneration Committee may, in line with the Good Governance Practice, exercise its discretion to override formulaic outcomes, including, without limitation, to reflect overall corporate performance and the experience of shareholders in terms of value creation and in the event that the business suffers any exceptional event.
In total, 2,125,490 awards under the LTIP will be granted as new EMI or (where the EMI limit is exceeded) unapproved options and 1,274,510 of the shares purchased by the Company from the Tender Offer (which completed on 11 January 2023) have been transferred from treasury into the employee benefit trust to be granted as JSOP awards.
Using the methodology that the JSOP award is non-dilutive because the Ordinary Shares used to satisfy them are existing shares issued out of treasury (having been purchased in the Tender Offer), the Company will continue to operate within the limit that dilution arising from employee share awards will not exceed 10% over a ten-year period.
Total Voting Rights
On 11 January 2023 the Company announced that 2,200,000 shares were held in treasury following the closure of the Tender Offer, as set out in the circular dated 2 December 2022. Following the grant of the JSOP awards referred to above, the remaining 925,490 shares held in treasury have been cancelled. The Company has no shares held in treasury following this cancellation.
Following the transfer of shares into the employee benefit trust and the cancellation of the remaining treasury shares the number of shares in issue will be 57,016,550.
The figure of 57,016,550 may be used by the Company's shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules.
Enquiries:
Smoove plc Jesper With-Fogstrup, CEOMichael Cress, CFO | Via Walbrook PR
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Panmure Gordon (UK) Limited (NOMAD and Broker) Dominic MorleyAmrit Mahbubani Rupert Dearden | +44 (0)20 7886 2500 |
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Walbrook PR Limited Tom Cooper/ Nick Rome | smoove@walbrookpr.com or Tel: 020 7933 8780
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ANNEX
Notification and public disclosure of transactions by persons discharging managerial responsibilities / persons closely associated with them
1 | Details of the person discharging managerial responsibilities / person closely associated | |||
a) | Name | 1. Jesper With-Fogstrup 2. Michael Cress | ||
2 | Reason for the notification | |||
a) | Position/status | 1. Chief Executive Officer 2. Chief Financial Officer | ||
b) | Initial notification/Amendment | Initial notification | ||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
a) | Name | Smoove plc | ||
b) | LEI | 213800TDUOUSIQT2OT29 | ||
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 | 0.4p Ordinary Shares
ISIN: GB00BNG8T458 | ||
b) | Nature of transaction | Awards made pursuant to the Smoove plc Share Option Scheme and Joint Share Ownership Plan | ||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
Nil | 1. 1,500,000 2. 750,000
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Aggregated information
- Aggregated volume - Price | N/A single transaction | |||
e) | Date of the transaction | 18 January 2023 | ||
f) | Place of the transaction | XOFF | ||