9 May 2017 11:45
9 May 2017
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
TP Group plc
("TP Group" or the "Company" or the "Group")
Replacement and grant of share options
TP Group (AIM: TPG), the specialist services and engineering group, announces a number of measures relating to share options following a review of executive incentives conducted by the Company's Remuneration Committee in consultation with its major shareholders.
All share options held by Phil Cartmell and Simon Kings were cancelled on 9 May 2017 (the "Cancelled Options") and new share options, as detailed below, were granted to them and Derren Stroud on the same date (the "New Options"). In addition, share options have been granted to a number of key senior managers within the business. The Remuneration Committee has taken these steps in order to retain key individuals and to incentivise the Group's leadership to drive increased shareholder value.
Cancelled Options
Director | Number of options | Exercise price | Lapse date |
Phil Cartmell | 3,000,000 | 15p | 9 December 2020 |
4,000,000 | 10p | 9 April 2024 | |
2,300,000 | 10p | 21 May 2025 | |
Simon Kings | 250,000 | 10p | 5 October 2024 |
New Options
The New Options are exercisable at a price of 7p (representing the closing mid-market price of an ordinary share on 8 May 2017) are split into three tranches, and are subject to the following conditions:
· Each tranche will vest evenly over three years
· Each tranche is subject to performance criteria as follows:
o Tranche 1 being that Company's share price is no less than 9.1p for 20 consecutive dealing days on or before the 3rd anniversary of the date of grant.
o Tranche 2 will vest if Company's share price is no less than 10.5p for 20 consecutive dealing days between the 1st and 4th anniversary of the date of grant
o Tranche 3 will vest if Company's share price is no less than 12.1p for 20 consecutive dealing days between the 2nd and 5th anniversary of the date of grant.
The Remuneration Committee has sole discretion in determining whether the performance criteria thresholds have been met and, in doing so, has the discretion to add to the share price (averaged over the 20 dealing days described above) the amount of any dividends paid over the relevant period. If unexercised, all of the New Options will lapse on 9 May 2027.
New Options
Director | Option tranche | Date of vesting | Number of options | Performance criteria price |
Phil Cartmell | Tranche 1 | 9 May 2018 | 4,224,647 | 9.1p |
Tranche 1 | 9 May 2019 | 4,224,647 | 9.1p | |
Tranche 1 | 9 May 2020 | 4,224,648 | 9.1p | |
Tranche 2 | 9 May 2019 | 2,112,323 | 10.5p | |
Tranche 2 | 9 May 2020 | 2,112,324 | 10.5p | |
Tranche 2 | 9 May 2021 | 2,112,324 | 10.5p | |
Tranche 3 | 9 May 2020 | 1,056,161 | 12.1p | |
Tranche 3 | 9 May 2021 | 1,056,162 | 12.1p | |
Tranche 3 | 9 May 2022 | 1,056,162 | 12.1p | |
Total | 22,179,398 | |||
Derren Stroud | Tranche 1 | 9 May 2018 | 1,901,091 | 9.1p |
Tranche 1 | 9 May 2019 | 1,901,091 | 9.1p | |
Tranche 1 | 9 May 2020 | 1,901,092 | 9.1p | |
Tranche 2 | 9 May 2019 | 950,545 | 10.5p | |
Tranche 2 | 9 May 2020 | 950,546 | 10.5p | |
Tranche 2 | 9 May 2021 | 950,546 | 10.5p | |
Tranche 3 | 9 May 2020 | 475,272 | 12.1p | |
Tranche 3 | 9 May 2021 | 475,273 | 12.1p | |
Tranche 3 | 9 May 2022 | 475,273 | 12.1p | |
Total | 9,980,729 |
Simon Kings | Tranche 1 | 9 May 2018 | 1,901,091 | 9.1p |
Tranche 1 | 9 May 2019 | 1,901,091 | 9.1p | |
Tranche 1 | 9 May 2020 | 1,901,092 | 9.1p | |
Tranche 2 | 9 May 2019 | 950,545 | 10.5p | |
Tranche 2 | 9 May 2020 | 950,546 | 10.5p | |
Tranche 2 | 9 May 2021 | 950,546 | 10.5p | |
Tranche 3 | 9 May 2020 | 475,272 | 12.1p | |
Tranche 3 | 9 May 2021 | 475,273 | 12.1p | |
Tranche 3 | 9 May 2022 | 475,273 | 12.1p | |
Total | 9,980,729 |
Following the share option cancellations and new option grants outlined above, new option grants to key senior management and including existing options, the total number of ordinary shares under option is 53,611,735, which represents approximately 12.7 per cent. of the Company's existing issued share capital.
Further information is provided below in accordance with Article 19 of the Market Abuse Regulation.
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a) | Name | Phil Cartmell | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive Officer | ||||
b) | Initial notification /Amendment | Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | TP Group plc | ||||
b) | LEI | N/A | ||||
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 | Options over ordinary shares of 1p each
ISIN: GB0030591514 | ||||
b) | Nature of the transaction | Grant of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
| ||||
e) | Date of the transaction | 9 May 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Derren Stroud | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Financial Officer | ||||
b) | Initial notification /Amendment | Initial | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | TP Group plc | ||||
b) | LEI | N/A | ||||
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
| Options over ordinary shares of 1p each
ISIN: GB0030591514
| ||||
b) | Nature of the transaction | Grant of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
| ||||
e) | Date of the transaction | 9 May 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Simon Kings | ||||
2 | Reason for the notification | |||||
a) | Position/status | Executive Director | ||||
b) | Initial notification /Amendment | Initial | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | TP Group plc | ||||
b) | LEI | N/A | ||||
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
| Options over ordinary shares of 1p each
ISIN: GB0030591514
| ||||
b) | Nature of the transaction | Grant of options | ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
| ||||
e) | Date of the transaction | 9 May 2017 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
For further information, please contact:
TP Group plc | Tel: 01753 285 810 |
Phil Cartmell, Chief Executive Officer | |
Derren Stroud, Chief Financial Officer | |
www.tpgroup.uk.com | |
Cenkos | Tel: 020 7397 8980 |
Mark Connelly / Callum Davidson | |
www.cenkos.com | |
Vigo Communications | Tel: 020 7830 9700 |
Jeremy Garcia / Fiona Henson | |
www.vigocomms.com |
Notes to Editors
TP Group designs and develops advanced technologies, engineers complex equipment and systems, and provides support throughout their operational life. The Company's shares have been traded on AIM since July 2001.