22 Dec 2016 15:05
22 December 2016
ThinkSmart Limited
Grant of LTIP Awards
ThinkSmart Limited ("ThinkSmart" or the "Company"), a leading provider in the UK of retail point-of-sale lease finance for high-volume small-ticket electronic and commercial equipment, announces that it has granted share options ("Options") to certain of its executive directors and senior management team to acquire a total of 4,660,116 ordinary shares of no par value of the Company ("Ordinary Shares") under the ThinkSmart Long-Term Incentive Plan ("LTIP"). The LTIP adopted by the Company is the same as the prospective "New LTIP" as set out in section 10.4 of the Company's Admission Document, however the exercise price of the Options has been increased from nil to 22 pence per share (being the Company's share price published on Friday 16 December) and the number of Options granted has been increased by 35% to reflect the higher exercise price. These changes have been made to further align the interests of executive directors and senior management with those of Shareholders.
Director
| Number of Ordinary Shares over which Options granted subject to LTIP | Total number of Ordinary Shares under Options held following this grant | Total number of Ordinary Shares under Options held as % of issued share capital |
Ned Montarello, Executive Chairman | 1,073,863 | 2,823,863* | 2.68% |
Fernando De Vicente, Chief Executive Officer | 1,534,090 | 3,534,090 | 3.35% |
Gary Halton, Chief Financial Officer | 470,659 | 720,659 | 0.68% |
Keith Jones, Non-Executive Director | - | 2,000,000 | 1.90% |
Total Directors | 3,078,612 | 9,078,612 | 8.61% |
Senior Management | 1,581,504 | 2,164,837 | 2.05% |
Total | 4,660,116 | 11,243,449 | 10.66% |
*includes 1,750,000 loan funded shares of which 250,000 have vested.
All Options have been granted with an exercise price of 22p and will vest (subject to performance conditions) after a period of three years from grant. All Options are subject to achievement of certain performance conditions as follows: 75% of the Options granted will vest subject to the satisfaction of EPS condition 1 and the balance of the Options will vest subject to the satisfaction of EPS condition 2. Earnings per share ("EPS") growth will be calculated for EPS condition 1 using the basic EPS of the Company as stated in the consolidated accounts and EPS growth for EPS condition 2 will be calculated excluding profit generated by business transacted by any member of the ThinkSmart group with any member of the Dixons Carphone plc group (non Dixons EPS) over the performance period. 25% of the Options under the LTIP will vest if 15% EPS growth (subject to EPS conditions 1 & 2) over the performance period is achieved and 100% of the Options under the LTIP will vest if 50% EPS growth is achieved during the performance period, with a linear increment between 25% and 100%. The performance period will be from 1 July 2016 - 30 June 2019. The Options are exercisable over the period of 10 years from the date of grant. Following the above LTIP grants, the Company have granted Options over 11,243,449 Ordinary Shares, representing approximately 10.66% of the current issued share capital, of which Options over 4,660,116 Ordinary Shares are included in the calculation of the 10% limit under the LTIP and other share plan rules.
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Ned Montarello
| ||||
2 | Reason for the notification | |||||
a) | Position/status | Executive Chairman
| ||||
b) | Initial notification/Amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | ThinkSmart Limited
| ||||
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
ISIN for ThinkSmart Limited Ordinary Shares AU000XINEAE8 | ||||
b) | Nature of the transaction | Grant of Options under ThinkSmart Limited's Long Term Incentive Plan
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
- 1,073,863 Ordinary Shares - 22p (exercise price) | ||||
e) | Date of the transaction | 21 December 2016
| ||||
f) | Place of the transaction | Outside a trading venue
| ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Fernando De Vicente | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive Officer
| ||||
b) | Initial notification/Amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | ThinkSmart Limited
| ||||
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
ISIN for ThinkSmart Limited Ordinary Shares AU000XINEAE8 | ||||
b) | Nature of the transaction | Grant of Options under ThinkSmart Limited's Long Term Incentive Plan
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
- 1,534,090 Ordinary Shares - 22p (exercise price) | ||||
e) | Date of the transaction | 21 December 2016
| ||||
f) | Place of the transaction | Outside a trading venue
| ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Gary Halton | ||||
2 | Reason for the notification | |||||
a) | Position/status | 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 | ThinkSmart Limited
| ||||
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
ISIN for ThinkSmart Limited's Ordinary Shares AU000XINEAE8 | ||||
b) | Nature of the transaction | Grant of Options under ThinkSmart Limited's Long Term Incentive Plan
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
|
- 470,659 Ordinary Shares - 22p (exercise price) | ||||
e) | Date of the transaction | 21 December 2016
| ||||
f) | Place of the transaction | Outside a trading venue
| ||||
For further information please contact:
ThinkSmart Limited | Via Instinctif Partners |
Ned Montarello | |
Canaccord Genuity (Nominated Adviser, Financial Adviser and Joint Broker) | +44 (0)20 7523 8350
|
Sunil Duggal David Tyrrell Andrew Buchanan Richard Andrews | |
Peel Hunt LLP (Joint Broker) | +44 (0) 20 7418 8900 |
Charles Batten Guy Wiehahn Rishi Shah | |
Instinctif Partners | +44 (0)20 7457 2020 |
Giles Stewart/Mike Davies | |
Cannings Corporate Communications (for Australian enquiries) | +61 (0)2 8284 9993 |
Michael Mullane |
About ThinkSmart Limited
ThinkSmart Limited is a leading provider in the UK of retail point-of-sale lease finance for high-volume small-ticket electronic and commercial equipment. The Group provides both B2B and B2C point-of-sale lease finance, primarily through its longstanding relationship with Dixons Retail and its new relationship with Carphone Warehouse. The Group's product offering is underpinned by a proprietary, innovative and scalable technology platform, SmartCheck. Since it commenced operations in the UK in 2003, the Group has processed in excess of 350,000 individual applications. As at 30 June 2016 the Group had approximately 59,000 live customer contracts.