1 Aug 2018 07:00
1 August 2018
Utilitywise plc
("Utilitywise" or the "Company" or the "Group")
Grant of options under long term incentive plan
On 31 July 2018, the following awards over ordinary shares of 0.1 pence in Utilitywise Plc were granted under the Utilitywise Long Term Incentive Plan 2016 to the following person(s) discharging managerial responsibilities ("PDMR"):
PDMR | Number of shares under award |
Brendan Flattery | 2,422,145 |
Richard Laker | 882,352 |
Brin Sheridan | 882,352 |
The awards are structured as market value options with an option price of 28.9 pence per share (being the closing mid-market price of Utilitywise Plc's ordinary shares on the dealing day before the grant date).
The awards will ordinarily become exercisable in two separate tranches. The first tranche (representing 50% of the vested value of each award) will vest immediately following assessment of the performance conditions following the end of the Company's 2020/21 financial year. The second tranche (representing the other 50% of the vested value of each award) will vest on the first anniversary of the vesting of the first tranche of an award.
In each case, the awards will become exercisable subject to the grantee's continued service and to the extent to which the performance conditions set for the award are satisfied. The performance conditions are as follows:
· As to 75% of each award, the Company's absolute Total Shareholder Return ("TSR") over the three year period ending on 31 July 2021; and
· As to 25% of each award, the Underlying Free Cash Flow ("FCF") of the Group for the financial year ending 31 July 2021, where Underlying FCF is defined as operating cash flow, excluding exceptional items, less interest, corporate tax and capital expenditure.
Each of the performance conditions will attain the following level of vesting:
· 0% vesting below the minimum target;
· 25% vesting at the minimum target;
· 100% vesting at or above the maximum target;
· Straight line vesting from 25% to 100% between the minimum and maximum target.
The minimum and maximum targets for each performance condition are as follows:
Performance condition | Minimum target | Maximum target |
Absolute TSR | 250% | 530% |
Underlying FCF | £8.4 million | £15.0 million |
Details of the full notifications received by the Company are set out below.
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Brendan Flattery | ||||
2 | Reason for Notification | |||||
a) | Position/status | Chief Executive Officer | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Utilitywise plc | ||||
b) | LEI | 213800LANUBGRXVGTN41 | ||||
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 | Ordinary Shares of 0.1 pence each in Utilitywise plc | ||||
Identification code | GB00B6WVD707 | |||||
b) | Nature of the transaction | Grant of a market value option award under the Utilitywise Long Term Incentive Plan 2016. The award will ordinarily become exercisable in two distinct tranches. The first tranche will vest immediately following assessment of the performance conditions; the second tranche will vest on the first anniversary of vesting of the first tranche. In each case, vesting will be subject to the recipient's continued service and to the extent to which the total shareholder return and underlying free cash flow performance conditions are met, and may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 31 July 2018 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Richard Laker | ||||
2 | Reason for Notification | |||||
a) | Position/status | Chief Financial Officer | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Utilitywise plc | ||||
b) | LEI | 213800LANUBGRXVGTN41 | ||||
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 | Ordinary Shares of 0.1 pence each in Utilitywise plc | ||||
Identification code | GB00B6WVD707 | |||||
b) | Nature of the transaction | Grant of a market value option award under the Utilitywise Long Term Incentive Plan 2016. The award will ordinarily become exercisable in two distinct tranches. The first tranche will vest immediately following assessment of the performance conditions; the second tranche will vest on the first anniversary of vesting of the first tranche. In each case, vesting will be subject to the recipient's continued service and to the extent to which the total shareholder return and underlying free cash flow performance conditions are met, and may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 31 July 2018 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Brin Sheridan | ||||
2 | Reason for Notification | |||||
a) | Position/status | Managing Director - Corporate Division | ||||
b) | Initial notification/Amendment | Initial Announcement | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Utilitywise plc | ||||
b) | LEI | 213800LANUBGRXVGTN41 | ||||
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 | Ordinary Shares of 0.1 pence each in Utilitywise plc | ||||
Identification code | GB00B6WVD707 | |||||
b) | Nature of the transaction | Grant of a market value option award under the Utilitywise Long Term Incentive Plan 2016. The award will ordinarily become exercisable in two distinct tranches. The first tranche will vest immediately following assessment of the performance conditions; the second tranche will vest on the first anniversary of vesting of the first tranche. In each case, vesting will be subject to the recipient's continued service and to the extent to which the total shareholder return and underlying free cash flow performance conditions are met, and may be exercised for a period of ten years from the date of grant. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Not applicable - single transaction | ||||
e) | Date of the transaction | 31 July 2018 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
For further information
Utilitywise plc | 0330 303 0233 |
Brendan Flattery (CEO) |
|
Richard Laker (CFO) |
|
|
|
finnCap (NOMAD and broker) | 020 7220 0500 |
Matt Goode / James Thompson (Corporate Finance) |
|
Andrew Burdis (Corporate Broking)
Liberum (Joint broker) |
020 3100 2000 |
Robert Morton / Steve Pearce |
|
Redleaf Communications | 020 3757 6865 |
Robin Tozer / Elisabeth Cowell | utilitywise@redleafpr.com |
Utilitywise is a leading independent utility cost management consultancy, which has established trading relationships with a number of major UK and European energy suppliers and provides services to its customers designed to assist them in achieving better value out of their energy contracts, reduced energy consumption and lower carbon footprint.
Utilitywise is a UK company quoted on the AIM market of the London Stock Exchange. For more information, please visit www.utilitywise.com.