Share Incentive Arrangements

RNS Number : 4594F

Gresham House PLC

28 July 2016

 

28 July 2016

Gresham House plc ("Gresham House" or the "Company")

(AIM: GHE)

Share Incentive Arrangements

Gresham House announces that its wholly-owned subsidiary, Gresham House Holdings Limited ("GHHL"), has issued a total of 1,000 A ordinary shares in GHHL ("A Ordinary Shares") to members of the Gresham House management team in connection with the long term incentive plan ("LTIP") approved by shareholders at the General Meeting of Gresham House held on 20 November 2015.

The A Ordinary Shares in GHHL (which are employee shareholder status shares) were issued to members of the management team for no cash consideration on 27 July 2016. However, to comply with the employee shareholder status legislation, the managers have agreed to give up certain employment rights.

Of the 1,000 A Ordinary Shares that have been issued, the table below shows the number of A Ordinary Shares issued to persons discharging managerial responsibility:

Name	Position	Total number of A Ordinary Shares awarded
Anthony Dalwood	Chief Executive	320
Michael Phillips	Strategic Development Director	250
Kevin Acton	Finance Director	46
Rupert Robinson	Managing Director of Gresham House Asset Management Limited	250
John-Paul Preston	Chief Operating Officer	46
Total		912

The rights attaching to the A Ordinary Shares provide the holders with value that is linked to the market capitalisation of Gresham House.  Those participants of the LTIP whose employment started on or before 30 September 2015 shall be classified as "Old Joiners" and those participants whose employment started on or after 10 October 2015 shall be classified as "New Joiners".

Subject to satisfying the conditions set out below, the A Ordinary Shareholders shall, in aggregate, be entitled to up to 13.8% of the shareholder value which, for the purposes of the plan, is the market capitalisation of the Company as at the date of the exercise of the put option (described in further detail below) together with the aggregate value of any distribution and returns of capital to Shareholders:

(a)                    in the case of Old Joiners, from 1 December 2014 to the date of the exercise of the put option less the market capitalisation of the Company as at 1 December 2014 and less the aggregate subscription price of all shares issued by Gresham House (excluding any shares issued in exchange for A Ordinary Shares) from 1 December 2014 to the date of exercise of the put option; and

(b)                   in the case of New Joiners, from the day before the date on which the A Ordinary Shares are issued to them (the "Date of Award") to the date of the exercise of the Put Option less the market capitalisation of the Company as at the relevant Date of Award and less the aggregate subscription price of all shares issued by Gresham House (excluding any shares issued in exchange for A Ordinary Shares) from the Date of Award to the date of the exercise of the Put Option.

A Ordinary Shareholders may sell their A Ordinary Shares to Gresham House in return for ordinary shares of 25p each in Gresham House ("Ordinary Shares") (with the number of Ordinary Shares received to be calculated utilising the prevailing market price at the time of the put option exercise) by exercising a put option at any time between (i) 31 December 2017 for Old Joiners; and (ii) the second anniversary from their Date of Award for New Joiners and 31 December 2022, provided that the following conditions have been met:

-     If the market capitalisation of Gresham House has reached or exceeded a value equivalent to 7% pa compound growth from 31 December 2015 to any time after, in the case of Old Joiners, 31 December 2017, and in the case of New Joiners, the Second Anniversary of the relevant Date of Award (the "Hurdle Condition"), and the growth in the market capitalisation of Gresham House has been at least equal to the growth in the FTSE All Share Index (as measured from 31 December 2015 on the date of exercise of the put option, the "Performance Condition"), A Ordinary Shareholders may sell their A Ordinary Shares and receive their pro rata share of the shareholder value on the date that the put option is exercised;

-     If the Hurdle Condition has been met, but the Performance Condition has not been met, A Ordinary Shareholders may sell their A Ordinary Shares and receive their pro rata share of 50% of the shareholder value on the date that the put option is exercised; and

-     If both the Hurdle Conditions and the Performance Condition have not been met or in the event that the Performance Condition has been met but the Hurdle Condition has not been met, the A Ordinary Shares will become worthless deferred shares or be bought back by Gresham House for no consideration.

The A Ordinary Shares also contain customary good leaver and bad leaver provisions as well as drag along and tag along rights that apply on a sale of GHHL or a takeover of Gresham House.

Enquiries:

Gresham House plc Michael Phillips               John-Paul Preston	020 3837 6270
Liberum Capital Ltd Neil Elliot Jill Li	020 3100 2000

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Anthony Dalwood
2	Reason for the notification
a)	Position/status	Chief Executive
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House Holdings Limited
b)	LEI	N/A
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	A Ordinary Shares in Gresham House Holdings Limited (a wholly owned subsidiary of Gresham House plc), the value of which is linked to the value of the ordinary shares in Gresham House plc. IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
b)	Nature of the transaction	Employee Shareholder Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 155p 320
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	27 July 2016
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Michael Phillips
2	Reason for the notification
a)	Position/status	Strategic Development Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House Holdings Limited
b)	LEI	N/A
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	A Ordinary Shares in Gresham House Holdings Limited (a wholly owned subsidiary of Gresham House plc), the value of which is linked to the value of the ordinary shares in Gresham House plc. IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
b)	Nature of the transaction	Employee Shareholder Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 155p 250
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	27 July 2016
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Kevin Acton
2	Reason for the notification
a)	Position/status	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	Gresham House Holdings Limited
b)	LEI	N/A
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	A Ordinary Shares in Gresham House Holdings Limited (a wholly owned subsidiary of Gresham House plc), the value of which is linked to the value of the ordinary shares in Gresham House plc. IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
b)	Nature of the transaction	Employee Shareholder Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 155p 46
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	27 July 2016
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Rupert Robinson
2	Reason for the notification
a)	Position/status	Managing Director, GHAM
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House Holdings Limited
b)	LEI	N/A
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	A Ordinary Shares in Gresham House Holdings Limited (a wholly owned subsidiary of Gresham House plc), the value of which is linked to the value of the ordinary shares in Gresham House plc. IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
b)	Nature of the transaction	Employee Shareholder Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 155p 250
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	27 July 2016
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John-Paul Preston
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House Holdings Limited
b)	LEI	N/A
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	A Ordinary Shares in Gresham House Holdings Limited (a wholly owned subsidiary of Gresham House plc), the value of which is linked to the value of the ordinary shares in Gresham House plc. IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
b)	Nature of the transaction	Employee Shareholder Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 155p 46
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	27 July 2016
f)	Place of the transaction	London Stock Exchange, AIM

 

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