Long Term Incentive Plan

RNS Number : 1061X

adept4 plc

16 February 2017

 

16 February 2017

Adept4 plc

("Adept4", the "Company" or the "Group")

Long Term Incentive Plan

Adept4 announces that on 16 February 2017 it made awards to certain directors under the Company's recently established long term incentive plan ("LTIP"). At the time of the Company's placing ("Placing") and acquisitions of Ancar-B Technologies Ltd and Weston Communications Limited ("Acquisitions") in January 2016, the Company announced that it intended to create a long-term incentive plan ("LTIP") for key management as it believed that the future success of the Company would depend largely on its key management and staff being appropriately motivated and rewarded.

Participants in the LTIP will be entitled in aggregate to up to 10 per cent. of future shareholder value generated, which is calculated by reference to the growth in the market capitalisation of the Company above the base value. The base value is defined as the market capitalisation of the Company following the Placing and Acquisitions, i.e. the growth in share price above the Placing price of 4.2 pence. Awards under the LTIP are subject to vesting criteria of a minimum of 40% shareholder return created over a period of up to six years from the date of the Placing and Acquisitions (or five years from issue of the shares as detailed below), as adjusted for the issue of new ordinary shares (but excluding any new ordinary shares issued pursuant to the LTIP) and taking into account dividends and capital returns, if any ("Shareholder Return").

The LTIP had been initially partially implemented through the use of EMI Options and a bonus scheme, which will only vest subject to a minimum of a three to five year qualifying employment period or a sale of the Company ("Exit"), whichever is shorter, and subject to Shareholder Returns exceeding 40%.  The EMI options awarded to Ian Winn under this scheme were announced on 29 September 2016 and are subject to an exercise price of 9 pence.

On 16 February 2017, awards of 7.0 per cent. of Shareholder Return were made to Gavin Lyons, Executive Chairman, (4.8 per cent.) and Ian Winn, COO and Finance Director (2.2 per cent.) through the issue of A ordinary shares and B ordinary shares in Adept4 Holdings Limited (together the "LTIP Shares"), an intermediate holding company of the Company. The LTIP Shares have the right to be exchanged, at the discretion of the Company, for cash or for Ordinary Shares in the Company, upon an Exit or between three and five years from issue, subject in all cases to the vesting criteria (being a share price at vesting of greater than 9 pence) being met. In total, including the EMI options awarded on 29 September 2016 and bonus scheme referred to above, awards of 9.5% per cent. of Shareholder Return have now been made.

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail.

For further information please contact:
Adept4 plc Gavin Lyons, Executive Chairman Ian Winn, Finance Director and Chief Operating Officer	01925 204 844
N+1 Singer (Nominated Adviser and Broker) Shaun Dobson Liz Yong	020 7496 3000
MXC Capital Markets LLP Marc Young Charlotte Stranner	020 7965 8149

About Adept4

Adept4 delivers IT as a service to small and medium sized businesses across the UK. IT as a Service (ITaaS) provides you with exactly the amount of technology and support you need in accordance with business requirements, billed on a monthly basis, based on what is consumed.

Critically we underpin this delivery method with a 24 x 7 UK response team, strategic consulting, professional services and software development to provide exactly what organisations need from IT at any given time. Whether an infrastructure is based on legacy or emerging technologies we will ensure organisations have the flexibility, agility and cost efficiencies required to run their business effectively, all through a single trusted provider.

Adept4 is a public company quoted on the AIM market of the London Stock Exchange. The company is headquartered in Warrington, with offices in Leeds, Aberdeen, and Brighton.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gavin Lyons
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	Adept4 plc
b)	LEI	213800D4GJKAFHT5TB32
4.1	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	A ordinary shares of 1 pence each in Adept4 Holdings Limited ("A Shares") n/a
b)	Nature of the transaction	Issue of A Shares under Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) n/a 9,760
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	16 February  2017
f)	Place of the transaction	Outside a trading venue
4.2	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	B ordinary shares of 0.01 pence each in Adept4 Holdings Limited ("B Shares") n/a
b)	Nature of the transaction	Issue of B Shares under Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) n/a 710
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	16 February  2017
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ian Winn
2	Reason for the notification
a)	Position/status	COO and Finance Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Adept4 plc
b)	LEI	213800D4GJKAFHT5TB32
4.1	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	A ordinary shares of 1 pence each in Adept4 Holdings Limited ("A Shares") n/a
b)	Nature of the transaction	Issue of A Shares under Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) n/a 4,960
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	16 February  2017
f)	Place of the transaction	Outside a trading venue
4.2	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	B ordinary shares of 0.01 pence each in Adept4 Holdings Limited ("B Shares") n/a
b)	Nature of the transaction	Issue of B Shares under Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) n/a 290
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	16 February 2017
f)	Place of the transaction	Outside a trading venue

 

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