Share Incentive Arrangements

RNS Number : 7451X

Gresham House PLC

23 December 2019

 

23 December 2019

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

(AIM:GHE)

Share Incentive Arrangements

Gresham House announces that on 20 December 2019, its wholly-owned subsidiary, Gresham House Holdings Limited ("GHHL"), issued a total of 180 D Ordinary Shares to three persons discharging managerial responsibility in connection with the long term incentive plan ("LTIP") approved by the Company's shareholders ("Shareholders") at the General Meeting of Gresham House held on 20 November 2015.

The table below shows the number of D Ordinary Shares issued to each individual, such persons being persons discharging managerial responsibility:

Name	Position	Total number of D Ordinary Shares awarded
Kevin Acton	Finance Director	60
Andrew Hampshire	Chief Operating Officer & Chief Technology Officer	60 60
Samee Khan	General Counsel
Total		180

The rights attaching to the D Ordinary Shares provide the holders with value that is linked to the market capitalisation of Gresham House. 

Subject to satisfying the conditions set out below, the D Ordinary Shareholders shall, in aggregate, be entitled to up to 1.82% of the shareholder value which, for the purposes of the LTIP, 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 from the date on which the D 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 on the date before the relevant Date of Award, plus the aggregate subscription price of all shares issued by Gresham House (excluding any shares issued in exchange for A Ordinary Shares, B Ordinary Shares, C Ordinary Shares or D Ordinary Shares) from the Date of Award to the date of the exercise of the put option.

D Ordinary Shareholders may sell their D Ordinary Shares to Gresham House by exercising a put option at any time between the second anniversary from their Date of Award and 31 December 2023, 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 the Date of Award to any time after 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 the Date of Award to the date of exercise of the put option, the "Performance Condition"), D Ordinary Shareholders may sell their D 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, D Ordinary Shareholders may sell their D Ordinary Shares and receive their pro rata share of 50% of the shareholder value on the date that the put option is exercised;

-       If both the Hurdle Condition 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 D Ordinary Shares will become worthless deferred shares or be bought back by Gresham House for no consideration.

The D 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.

For more information contact: Gresham House plc Kevin Acton, Finance Director	[phone]
Houston PR Kate Hoare Alexander Clelland Anushka Mathew	[e-mail] [phone]
Canaccord Genuity Limited - Nominated Adviser and Joint Broker Bobbie Hilliam Georgina McCooke	[phone]
Jefferies International Limited - Financial Adviser and Joint Broker Paul Nicholls Max Jones	[phone]

About Gresham House

Gresham House plc is an AIM quoted specialist asset manager providing funds, direct investments and tailored investment solutions, including co-investment across a range of highly differentiated alternative investment strategies. Our expertise includes timber, renewable energy, housing and infrastructure, strategic public and private equity (private assets). The group aims to deliver sustainable financial returns and is committed to building long-term partnerships with clients (institutions, family offices, high-net-worth individuals, charities and endowments and private individuals) to help them achieve their financial goals.

Shareholder value creation will be driven by long-term growth in earnings as a result of increasing AUM and returns from invested capital.

www.greshamhouse.com

NOTIFICATION OF TRANSACTION

FROM:	KEVIN ACTON
POSITION OF PDMR	DIRECTOR
INITIAL NOTIFICATION/AMENDMENT	INITIAL NOTIFICATION
FULL NAME OF ENTITY	GRESHAM HOUSE PLC
LEGAIL ENTITY IDENTIFIER CODE	N/A
DATE OF TRANSACTION	20 DECEMBER 2019
FINANCIAL INSTRUMENT	D ORDINARY SHARES OF £0.001 EACH 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
INDENTIFICATION CODE	IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
PLACE OF TRANSACTION	LONDON STOCK EXCHANGE, AIM
CURRENCY	BRITISH POUND
NATURE OF THE TRANSCTION	AWARD
DETAILS OF EACH TRANSACTION BEING NOTIFIED	Price per Financial Instrument	Volume of Financial Instruments
	0.001p	60

FROM:	SAMEE KHAN
POSITION OF PDMR	GENERAL COUNSEL
INITIAL NOTIFICATION/AMENDMENT	INITIAL NOTIFICATION
FULL NAME OF ENTITY	GRESHAM HOUSE PLC
LEGAIL ENTITY IDENTIFIER CODE	N/A
DATE OF TRANSACTION	20 DECEMBER 2019
FINANCIAL INSTRUMENT	D ORDINARY SHARES OF £0.001 EACH 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
INDENTIFICATION CODE	IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
PLACE OF TRANSACTION	LONDON STOCK EXCHANGE, AIM
CURRENCY	BRITISH POUND
NATURE OF THE TRANSCTION	AWARD
DETAILS OF EACH TRANSACTION BEING NOTIFIED	Price per Financial Instrument	Volume of Financial Instruments
	0.001p	60

FROM:	ANDREW HAMPSHIRE
POSITION OF PDMR	CHIEF OPERATING OFFICER
INITIAL NOTIFICATION/AMENDMENT	INITIAL NOTIFICATION
FULL NAME OF ENTITY	GRESHAM HOUSE PLC
LEGAIL ENTITY IDENTIFIER CODE	N/A
DATE OF TRANSACTION	20 DECEMBER 2019
FINANCIAL INSTRUMENT	D ORDINARY SHARES OF £0.001 EACH 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
INDENTIFICATION CODE	IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
PLACE OF TRANSACTION	LONDON STOCK EXCHANGE, AIM
CURRENCY	BRITISH POUND
NATURE OF THE TRANSCTION	AWARD
DETAILS OF EACH TRANSACTION BEING NOTIFIED	Price per Financial Instrument	Volume of Financial Instruments
	0.001p	60

 

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