Awards under Long Term Incentive Plan

CPPGroup Plc

28 September 2023

 

28 September 2023

CPPGroup Plc ("CPP", "CPP Group" or the "Company")

Long Term Incentive Plan, Director/PDMR Shareholding

Notification and Related Party Transaction

CPP Group (AIM: CPP), a provider of assistance and insurance products, which reduce disruptions to everyday life for millions of customers across the world, confirms that on 27 September 2023, the Company has implemented the Long Term Incentive Plan 2023 ("LTIP") and Capital Appreciation Plan ("CAP") for certain of its Directors and members of senior management, including the Executive Management Committee ("EMC").

Both the LTIP and CAP (together the "Plans") have been established following consultation with the Company's major shareholders. The Plans are designed to deliver value creation for shareholders and ensure alignment with shareholder interests, as well as recognising the importance of long-term engagement and retention of senior management to deliver the strategy and change management programme which will be to the benefit of all shareholders.

LTIP

The LTIP is structured with three performance conditions ("Core Plan") and one supermax condition ("Supermax") set by the Remuneration Committee of the Company, as detailed below.

Under the LTIP, options over ordinary shares of £1 each in the Company were awarded to the following Directors:

	Core Plan	Supermax	Total options awarded
Simon Pyper, CEO	190,190	57,057	247,247
David Bowling, CFO	154,806	46,442	201,248

No consideration was paid for the grant of these awards which are structured as nil cost options.

The vesting of these awards will not be linked to a time-based schedule but will vest subject to satisfaction of the performance conditions, as set out below. Once vested, the awards will then normally remain exercisable until the day before the tenth anniversary of the date of the grant, provided the individual remains an employee or officer of the Company.

The performance conditions which apply to the awards are:

Core Plan

•             20% of the shares subject to the award will vest if the average closing share price of the Company on AIM over a period of 90 consecutive calendar days equals or exceeds £3.70.  This 20% will lapse on the third anniversary of the date of grant, if the target has not been achieved;

•             30% of the shares subject to the award will vest if the average closing share of the Company on AIM over a period of 90 consecutive calendar days equals or exceeds £4.75.  This 30% will lapse on the fourth anniversary of the date of grant, if the target has not been achieved; and

•             50% of the shares subject to the award, but not to exceed 100% in aggregate, will vest if the average closing share price of the Company on AIM over a period of 90 consecutive calendar days equals or exceeds £6.00.  This will lapse on the fifth anniversary of the date of grant, if the target has not been achieved.

Supermax

·    If the average closing share price of the Company on AIM over a period of 90 consecutive calendar days equals or exceeds £9.00, the award will vest.  This will lapse on the sixth anniversary of the date of grant, if the target has not been achieved.

Following the above awards, the Directors' total interest in the Company's shares are as follows:

	Ordinary shares held	Interests in unvested shares under incentive plans
Simon Pyper	24,329	467,188
David Bowling	3,153	315,618

The total number of options awarded under the LTIP to the Directors and other senior management, including the EMC, is 1,092,486. The options awarded include 908,488 made to related parties of the Company (as defined by the AIM Rules for Companies), being Simon Pyper (CEO) and David Bowling (CEO) and certain directors of subsidiary companies within the Group, being Eleanor Sykes (COO), Stephen Mouncey (CEO of Blink Parametric), Luisa Cifuentes-Olivas (CIO), and Esin Karakaya and Mehmet Gorguz (Co-CEOs of CPP Turkey). The maximum number of options that can be awarded under the LTIP is 1,149,986.

The total issued share capital as at the date of this announcement is 8,846,045.

CAP

The CAP is a cash-based plan targeted at Simon Pyper, David Bowling, Eleanor Sykes and Stephen Mouncey, who are all related parties of the Company, as noted above. Awards will be subject to performance conditions relating to share price specified by the Remuneration Committee, which must be achieved within a specific timeframe, but not time-based vesting.

Three performance conditions will apply, as follows:

•             10% of an individual's allocation will become payable if the average closing share price of the Company on AIM over a period of 90 consecutive calendar days equals or exceeds £3.70.  This 10% will lapse on the third anniversary of the date of grant if the target has not been achieved;

•             40% of an individual's allocation will become payable if the average closing share price of the Company on AIM over a period of 90 consecutive calendar days equals or exceeds £4.75.  This 40% will lapse on the fourth anniversary of the date of grant if the target has not been achieved; and

•             50% of an individual's allocation will become payable if the average closing share price of the Company on AIM over a period of 90 consecutive calendar days equals or exceeds £6.00.  This 50% will lapse on the fifth anniversary of the date of grant if the target has not been achieved.

The maximum aggregate amount that can be paid out under the CAP is £1,500,000.

Related party transaction

The granting of awards under the Plans to the Executive Directors and certain members of the EMC, as outlined above, 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 Plans, consider, having consulted with the Company's nominated adviser, Liberum Capital Limited, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Enquiries:

CPPGroup plc
Simon Pyper, Chief Executive Officer David Bowling, Chief Financial Officer	Tel: [phone]
Liberum Capital Limited
(Nominated Adviser and Sole Broker)	Tel: [phone]
Richard Lindley
Lauren Kettle

About CPP

CPP Group is a technology-driven assistance company that creates embedded and ancillary real-time assistance products and resolution services that reduce disruption to everyday life for millions of people across the world, at the time and place they are needed. CPP Group is listed on AIM, operated by the London Stock Exchange.

For more information on CPP visit corporate.cppgroup.com

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Simon Pyper David Bowling
2.	Reason for the notification
(a)	Position/status	Executive Directors
(b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer
(a)	Name	CPPGroup Plc
(b)	LEI	213800FRDE79FTQI4X25
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	Ordinary shares of £1 each
(b)	Identification code of the Financial Instrument	GB00BMDX5Z93
(c)	Nature of the transaction	Award of share options
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	Simon Pyper - 247,247 David Bowling - 201,248
(e)	Aggregated information -              Aggregated volume -              Price	n/a n/a
(f)	Date of the transaction	27 September 2023
(g)	Place of the transaction	London Stock Exchange, AIM (XLON)

 

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