Last checked at 21 May 2010 13:30
21 May 2010
Walker Crips Group plc (the "Company")
Proposed Senior Executive Long Term Incentive Plan
The Company is today announcing proposals for a new Senior Executive Long Term Incentive Plan (the "LTIP") aimed at incentivising senior employees working within the Company's asset management subsidiary, Walker Crips Asset Managers Limited ("WCAM").
The board of directors of the Company (the "Board") believes that WCAM is of strategic importance to the Company and an important driver of its future growth and profitability. The Board is conscious of its reliance upon the senior management within WCAM to maintain and grow this business. At the request of the Board, the Remuneration Committee of the Board (the "Remuneration Committee") has been actively considering, with its external advisers, the development of an incentive plan which will retain and incentivise senior executives of WCAM to maintain and enhance the value of the WCAM business, and to maximise returns to the Company's shareholders. The Remuneration Committee has concluded that the adoption of the LTIP is an appropriate way to achieve that goal.
The LTIP will be open to any director or employee (including executive directors) of the Company, or any of its subsidiaries from time to time, who are wholly or mainly engaged in the business of WCAM. The initial proposed LTIP participants are Stephen Bailey (an executive director of the Company) and Jan Luthman, who have driven the growth of WCAM since its inception. In the future, additional nominations for participation in the LTIP may be put forward by the nominated Executive Representative of the participants in the LTIP (currently Stephen Bailey) from time to time.
Awards will take the form of a contingent right to a cash payment in the event of a sale of the shares or assets of WCAM or of a takeover of the Company for cash or cash equivalent consideration (each an "Exit Event"), whichever occurs first. The LTIP payment pool will be calculated by reference to a proportion (up to a maximum of 20 per cent) of the cash (or cash equivalent) consideration payable on the relevant Exit Event which relates directly to the value of the parts of the WCAM business managed by the LTIP participants.
The adoption of the LTIP is subject to the approval of the Company's shareholders at a General Meeting of the Company to be held at Finsbury Tower, 103-105 Bunhill Row, London EC1Y 8LZ at 10.00 am on 9 June 2010 (the "General Meeting"). The Board excluding Stephen Bailey who will have a material interest in the LTIP (the "Independent Board") considers the LTIP to be in the best interests of the Company and its shareholders and is unanimously recommending that shareholders vote in favour of the LTIP resolution to be proposed at the General Meeting, as those member of the Independent Board who hold ordinary shares in the Company intend to do with regards to their current holding of, in aggregate, 3,706,271 ordinary shares representing approximately 10.13 per cent. of the issued share capital of the Company.
A circular containing further detail of the terms of the LTIP and a notice of the General Meeting (the "Circular") has today been posted to the Company's shareholders.
Copies of the Circular have been submitted to the UK Listing Authority and will be available shortly for inspection at its Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Copies of the Circular are also available on the Company's website at www.wcgplc.co.uk
Enquiries:
| Walker Crips Group plc Rodney Fitzgerald (CEO) | Tel: 0203 100 8000 |