Last checked at 5 Oct 2020 07:00
Yü Group PLC(the "Company" or the "Group")
Implementation of new Long-Term Incentive Plan
Yü Group PLC (AIM; YU.), the independent supplier of gas, electricity and water to the UK corporate sector announces that, upon the recommendation of the Group's remuneration committee, the Board has approved the implementation of a new Long-Term Incentive Plan ('LTIP'). The scheme is designed to incentivise the Company's executive directors and certain other members of the senior management team (the "Participants").
The LTIP, which has been approved by the Board after receiving expert advice from BDO LLP's specialist scheme consultants (Global Employer Services team), will operate alongside the Group's existing share option plan.
The LTIP has been established to encourage long-term value creation for the Group's shareholders and to align the interests of the Participants with shareholders. Awards under the LTIP take the form of contingent rights to acquire the Company's ordinary shares at the Company's nominal share price of 0.5 pence each.
The initial awards under the LTIP are split into two tranches. The first tranche may become available for exercise on or after 30 April 2023. The second tranche may become available for exercise on or after 30 April 2024. Awards are subject to strict conditions relating to the performance of the Participants, the Company's deemed financial condition and pre-established future share prices being achieved.
The Board believes that the implementation of the LTIP will also assist the Group in attracting and retaining high-calibre individuals for the future.
Further details of the Long-Term Incentive Plan
Under the terms of the LTIP, awards are subject to strict vesting criteria. These are linked to the Participants', the Company's, and the share prices' performances over pre-established dates. The LTIP has in-built safeguards against temporarily aberrant share-price behaviour.
The potential level of vesting of tranche 1 will be determined by the average share price over the 20 consecutive trading days following the announcement of the 2022 Group results in or around March 2023. During this period the average share price must be equal to, or exceed, 200p to achieve a 50% vesting. A share price below 200p will result in no options being vested. If the average share price is at, or above, 500p then 100% of the tranche 1 options will vest.
The potential level of vesting of tranche 2 will be determined by the average share price over the 20 consecutive trading days following the announcement of the 2023 Group results in or around March 2024. During this period the average share price must be equal to, or exceed, 250p to achieve a 50% vesting. A share price below 250p will result in no options being vested. If the average share price is at, or above, 625p then 100% of the tranche 2 options will vest.
Under the terms of the LTIP, the total equity pool under option in a cumulative ten-year period (including shares already issued in relation to previous option exercises), shall not exceed 20%. Following implementation of the LTIP, 8.02% of the Company's total issued share capital will be held under option.
Details of the initial award under the LTIP are as follows:
PARTICIPANT | LTIP OPTIONS | LTIP OPTIONS AS % OF CURRENT ISSUED SHARE CAPITAL | TOTAL OPTIONS AS % OF CURRENT ISSUED SHARE CAPITAL |
Bobby Kalar - Chief Executive Officer | T1 76,617 T2 76,617 Total 153,234 | 0.94% | 1.98% |
Paul Rawson - Chief Financial Officer | T1 57,463 T2 57,463 Total 114,926 | 0.71% | 2.36% |
Simon Smith - Sales & Marketing Director | T1 38,308 T2 38,308 Total 76,616 | 0.47% | 0.47% |
Garry Pickering - Director of Trading Services | T1 38,308 T2 nil Total 38,308 | 0.24% | 1.04% |
Lee Harrison - Head of Debt & Commercial | T1 38,308 T2 nil Total 38,308 | 0.24% | 0.24% |
Navaz Dean - HR Director | T1 38,308 T2 38,308 Total 76,616 | 0.47% | 0.74% |
TOTAL | 498,008 | 3.06% | 6.83% |
Related Party Transaction
The implementation of the LTIP constitutes a related party transaction pursuant to rule 13 of the AIM Rules for Companies. The Company's Non-Executive Directors, who are not party to the LTIP and are therefore independent directors for these purposes, having consulted with the Company's Nominated Adviser, consider the terms of the LTIP to be fair and reasonable insofar as Yü Group's shareholders are concerned.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Name | 1. Bobby Kalar 2. Paul Rawson 3. Simon Smith 4. Garry Pickering 5. Lee Harrison 6. Navaz Dean
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2. | Details of PDMR / person closely associated with them ('PCA') | ||||||||||
a) | Position / status | 1. Chief Executive Officer 2. Chief Financial Officer 3. Sales & Marketing Director 4. Director of Trading Services 5. Head of Debt & Commercial 6. HR Director
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b) | Initial notification / amendment | Initial notification | |||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | Yü Group PLC | |||||||||
b) | LEI | 213800ACO9GDDBM7DS35 | |||||||||
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 | ||||||||||
c) | Description of the financial instrument | Ordinary shares of £0.005 each
ISIN: GB00BYQDPD80 | |||||||||
d) | Nature of the transaction | Grant of options | |||||||||
e) | Price(s) and volume(s) |
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f) | Aggregated information
Aggregated volume
Price |
498,008
0.5p per share
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g) | Date of the transaction | 5 October 2020
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h) | Place of the transaction | Off market transaction
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Regulatory information
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.
For further information, please contact:
Yü Group PLC Bobby Kalar Paul Rawson
| +44 (0) 115 975 8258
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SP Angel Corporate Finance LLP Jeff Keating Bruce Fraser Caroline Rowe
| +44 (0) 20 3470 0470 |
Tulchan Group David Allchurch Giles Kernick
| +44 (0) 20 7353 4200
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Notes to Editors
Information on the Group
Yü Group PLC, trading as Yü Energy, is an independent supplier of gas, electricity and water focused on servicing the corporate sector throughout the UK. It has no involvement in the domestic retail market. The Group was listed on the AIM market of the London Stock Exchange in March 2016. In FY 2019 the Group had revenues of c. £112 m.