3 Mar 2021 07:00
3 March 2021
XPEDIATOR PLC
("Xpediator" or the "Company" or the "Group")
Launch of LTIP and Issue of awards to Directors
Xpediator, a leading provider of freight management services across the UK and Central and Eastern Europe, announces the implementation of a new Long Term Incentive Plan ("LTIP"), which has been established to incentivise senior employees to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.
Under the LTIP, awards will be made to the Company's CEO and CFO which vest in portions of one third on each of the third, fourth and fifth anniversaries of grant, subject to continued employment and the satisfaction of two performance conditions.
LTIP Performance Conditions
The performance conditions are split equally between adjusted EPS growth and compound annual total shareholder return (TSR).
For both EPS growth and TSR, one quarter of the awards will vest once a compound annual growth rate (CAGR) in excess of 10% has been achieved and will only vest 100% once a compound annual growth rate of 25% has been achieved. Between 10% and 25% CAGR, the awards will vest pro rata.
Executive Director Awards
In determining the level, structure and performance conditions attached to this award, the Remuneration Committee took into account commitments made to Robert Ross at the time of his appointment as CFO, announced in October 2019. This award, his first since his joining the Company (other than the HMRC approved CSOP award announced in January 2021), has been delayed, due in part to the impact of the Covid pandemic and various closed trading periods in the last 6 months.
Robert Ross has today been granted an award over 2,163,281 ordinary shares with an exercise price of 5p, the nominal price of an ordinary share, subject to the performance conditions. The performance period for EPS growth, will be measured from the date that Robert Ross commenced employment on 1 January 2020 to 31 December 2022, and the TSR will be measured, over the three years from the date of grant with a deemed baseline share price of 32p, being the share price at the time he joined the Company.
Furthermore, Michael Williamson, CFO, has today been granted an initial award over 267,010 ordinary shares with an exercise price of 5p, the nominal price of an ordinary share, subject to the performance conditions. The performance period for EPS growth, for Michael Williamson will be measured from 1 January 2021 to 31 December 2023 and the TSR will be measured over the three years from the date of grant.
Both awards contain malus and clawback provisions.
Robert Ross is a Director of the Company and the award under the LTIP is deemed a related party transaction. The independent Directors, having consulted with Cenkos Securities as the Company's nominated adviser, consider the terms of the awards to be fair and reasonable insofar as the shareholders are concerned.
Xpediator plc |
|
Robert Ross, CEO | Tel: +44 (0)330 043 239 |
|
|
Cenkos Securities plc (Nominated Adviser) | Tel: +44 (0)20 7397 8900 |
Max Hartley, Max Gould (Corporate Finance) |
|
Nick Searle (Sales) |
|
Novella Communications (Financial Public Relations) | Tel: +44 (0)20 3151 7008 |
Tim Robertson |
|
Fergus Young |
|
The following notifications are intended to satisfy the Company's obligations under Article 19(3) of the Market Abuse Regulation.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Robert Ross | ||||||
1.2 2. | Reason for the notification | |||||||
a) | Position/status: | CEO | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
1.3 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Xpediator Plc | ||||||
b) | LEI: | 213800XBOVDBT2HEC967 | ||||||
1.4 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: | LTIP options GB00BF6P5V92 | ||||||
b) | Nature of the transaction: | Grant of options under Company and CSOP | ||||||
c) | Price(s) and volume(s): |
| ||||||
d) | Aggregated information: Aggregated volume: Price: | n/a
| ||||||
e) | Date of the transaction: |
02 March 2021
| ||||||
f) | Place of the transaction: | Off market | ||||||
1 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Michael Williamson | ||||||
1.2 2. | Reason for the notification | |||||||
a) | Position/status: | CFO | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
1.3 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Xpediator Plc | ||||||
b) | LEI: | 213800XBOVDBT2HEC967 | ||||||
1.4 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: | LTIP options GB00BF6P5V92 | ||||||
b) | Nature of the transaction: | Grant of options under Company and CSOP | ||||||
c) | Price(s) and volume(s): |
| ||||||
d) | Aggregated information: Aggregated volume: Price: | n/a
| ||||||
e) | Date of the transaction: |
02 March 2021
| ||||||
f) | Place of the transaction: | Off market | ||||||