3 Aug 2017 07:00
Tax Systems Plc
("Tax Systems" or "the Company")
Long Term Incentive Plan and Warrants
Tax Systems, a leading supplier of corporation tax software and services, announces that, on 2 August 2017, it made awards to certain directors and members of the senior management team under the Company's recently established long term incentive plan ("LTIP") and entered into a deed of amendment and restatement in relation to the MXC Capital Limited warrant instrument.
These awards follow the changes in board composition and the recruitment of a senior management team as previously announced and result in no additional dilution to shareholders from the original arrangements as set out in the admission document dated 1 July 2016 ("Admission Document") which was sent to shareholders in connection with the Company's acquisition of Tax Computer Systems Limited (the "Acquisition").
LTIP
In the year since the Acquisition and re-admission to trading on AIM, new board members and a senior management team have been recruited. In order to appropriately incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholders' interests, the Company has established the LTIP which replaces the Employee Share Scheme and all awards made thereunder, details of which were announced on 27 July 2016. The beneficiaries of the LTIP will be entitled to receive a share in a pool of up to 8 per cent. of shareholder value created, subject to the share price performance condition being met.
Awards under the LTIP are structured as a combination of EMI options with an exercise price of 81.5 pence per ordinary share of 1 penny each in the capital of the Company ("Ordinary Share"), being the mid closing price of an Ordinary Share as at 1 August 2017, and growth shares exercisable at nil cost. The commercial terms are the same as those awards made under the original Employee Share Scheme as disclosed in the Admission Document.
Awards of 4.7 per cent. of shareholder value created have been made to Gavin Lyons, Chief Executive Officer, (3.2 per cent.), Paul Gibson, Non-Executive Director (1.0 per cent.) and Kevin Goggin, Chief Financial Officer, (0.5 per cent.) (the "Director LTIP Awards"). Further awards of 3.3 per cent. of shareholder value created have been made to certain members of the senior management team.
In order to satisfy tax liabilities which will be incurred as a result of their participation in the LTIP, Tax Computer Systems Limited, a subsidiary of the Company, has made loans to certain beneficiaries of the LTIP (the "Loans"). The Loans, together with the taxes and fees payable by the Company in relation to the LTIP, will result in a cash outflow of approximately £300,000.
MXC Capital Limited Warrant Instrument
The Company also announces that it has entered into a deed of amendment and restatement whereby MXC Capital Limited ("MXC") has agreed to reduce its evergreen warrants over 6 per cent. of the fully diluted share capital of the Company to 4 per cent. in order that the awards under the LTIP be increased from 6 per cent. to 8 per cent. of shareholder value created. Therefore 1,488,543 warrants have been cancelled and MXC now hold 3,362,641 warrants (the "Warrants"), representing 4 per cent. of the issued share capital, as enlarged by the Warrants. MXC also hold 15,200,718 Ordinary Shares, representing 18.8 per cent. of the Company's issued share capital.
Related Party Transactions
The independent Directors of the Company (for the purpose of this transaction being Clive Carver and Linda Beal) consider, having consulted with the Company's nominated adviser finnCap Limited, that the Director LTIP Awards and associated Loans are fair and reasonable insofar as the Company's shareholders are concerned.
In addition, the independent Directors of the Company (for the purpose of this transaction being Clive Carver, Linda Beal, Gavin Lyons and Kevin Goggin) consider, having consulted with the Company's nominated adviser finnCap Limited, that the amendment and restatement of the Warrants, is fair and reasonable insofar as the Company's shareholders are concerned.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
For more information please contact:
| |
Tax Systems plc | |
Gavin Lyons, Chief Executive Officer | Tel: +44 (0) 7787 185 384 |
Kevin Goggin, Chief Financial Officer
| Tel: +44 (0) 7976 760 808 |
finnCap Limited (Nominated Adviser and Broker) | Tel: +44 (0)20 7220 0500 |
Jonny Franklin-Adams | |
James Thompson
| |
MXC Capital Markets LLP (Financial Adviser) | Tel: +44 (0)20 7965 8149 |
Charlotte Stranner Steven Zhang | |
Alma PR | Tel: +44 (0)20 8004 4218 |
Hilary Buchanan / Josh Royston / Helena Bogle |
About Tax Systems Plc
Tax Systems plc is a leading provider of corporation tax software and services in the UK and Ireland. The business has a long track record of being a key supplier of corporation tax software and services to many of the largest companies and the accounting profession in the UK and Ireland.
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Gavin Lyons | ||||
2. | Reason for the Notification | |||||
a) | Position/status | CEO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Tax Systems plc | ||||
b) | LEI | 2138003HIYI7PO8ETC98 | ||||
4.1 | 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 | A ordinary shares of 0.00001 pence each in the capital of Tax Computer Systems Limited ("A Shares in TCSL") | ||||
Identification code | n/a | |||||
b) | Nature of the transaction | Sale of A Shares in TCSL | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 2 August 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4.2 | 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 | Options over ordinary shares of 1 penny each ("Options") | ||||
Identification code | GB00BDHLGB97 | |||||
b) | Nature of the transaction | Issue of Options under Long Term Incentive Scheme | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 2 August 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4.3 | 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 | A ordinary shares of 0.00001 pence each in the capital of Tax Systems Holding Limited ("A Shares in TSHL") | ||||
Identification code | n/a | |||||
b) | Nature of the transaction | Issue of A Shares in TSHL | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 2 August 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Paul Gibson | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Tax Systems plc | ||||
b) | LEI | 2138003HIYI7PO8ETC98 | ||||
4.1 | 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 | A ordinary shares of 0.00001 pence each in the capital of Tax Computer Systems Limited ("A Shares in TCSL") | ||||
Identification code | n/a | |||||
b) | Nature of the transaction | Sale of A Shares in TCSL | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 2 August 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4.2 | 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 | A ordinary shares of 0.00001 pence each in the capital of Tax Systems Holding Limited ("A Shares in TSHL") | ||||
Identification code | n/a | |||||
b) | Nature of the transaction | Issue of A Shares in TSHL | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 2 August 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Kevin Goggin | ||||
5. | Reason for the Notification | |||||
a) | Position/status | Chief Financial Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
6. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Tax Systems plc | ||||
b) | LEI | 2138003HIYI7PO8ETC98 | ||||
4.1 | 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 | Options over ordinary shares of 1 penny each ("Options") | ||||
Identification code | GB00BDHLGB97 | |||||
b) | Nature of the transaction | Issue of Options under Long Term Incentive Scheme | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 2 August 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
4.2 | 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 | A ordinary shares of 0.00001 pence each in the capital of Tax Systems Holding Limited ("A Shares in TSHL") | ||||
Identification code | n/a | |||||
b) | Nature of the transaction | Issue of A Shares in TSHL | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | n/a | ||||
e) | Date of the transaction | 2 August 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||