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Long Term Incentive Plan and Warrants

Thu, 3rd Aug 2017 07:00

RNS Number : 9638M
Tax Systems PLC
03 August 2017

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)

Price(s)

Volume(s)

n/a

200

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)

Price(s)

Volume(s)

81.5

306,747

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)

Price(s)

Volume(s)

n/a

320

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)

Price(s)

Volume(s)

n/a

200

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)

Price(s)

Volume(s)

n/a

100

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)

Price(s)

Volume(s)

81.5

306,747

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)

Price(s)

Volume(s)

n/a

50

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

This information is provided by RNS
The company news service from the London Stock Exchange
END
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