LTIP awards

RNS Number : 8908W

Network International Holdings PLC

24 August 2020

 

Network International Holdings Plc

GRANT OF SHARE AWARDS UNDER THE NETWORK INTERNATIONAL HOLDINGS PLC's LONG-TERM INCENTIVE PLAN

Following the interim results announcement, Network International Holdings plc (LSE: NETW) (the Company) has on 19^th August 2020 (the Date of Grant), granted   awards (the Awards) to acquire ordinary shares in the Company (the Shares), subject to and in accordance with the rules of the Network International Holdings Long-Term Incentive Plan (the Plan), to the Group CFO and the Managing Directors as listed in the table below (the Participants).

Name	Number of Shares subject to Award
Rohit Malhotra	240,554
Samer Soliman	215,546
Andrew Key	199,379

The Awards are granted as conditional Awards. Subject to the rules of the Plan, each of the Awards will normally vest on the third anniversary of the Date of Grant to the extent that the performance conditions applicable to the relevant part of the Award have been satisfied. The Awards are subject to a two-year holding period, and a two-year clawback period from the vesting date.

Participants will be entitled to receive additional Shares, which will be purchased using dividends paid or payable on the Shares subject to their Awards, between the Date of Grant and the expiry of the holding period.

In determining whether to grant the Awards, the Remuneration Committee (the Committee) considered: i) the guidance published by the Investment Association (the IA) on executive pay in the context of COVID-19; ii) market practice in light of the withdrawn dividend; iii) the need to retain and motivate a talented leadership team; and iv) benchmarking of FTSE 101-225 companies and other global payment processing peers. 

The Committee will, in line with the IA's concession, determine the performance conditions applicable to the Awards within six months from the Date of Grant. This is a prudent measure to ensure that the performance targets will be appropriately stretching and commensurate with the Group strategy.

The base Award for the CFO is 200% of fixed salary with a kicker of 50% of the base Award if additional stretching performance conditions are met in full. The base Award value reflects his appointment to the Board as an Executive Director in June 2020. As previously announced in light of COVID-19 cost saving measures, the CEO advised the Board of his wish to forgo any Award that may have been awarded by the Committee, as well as the 5% salary increase awarded by the Committee for 2020. Additionally, both the CEO and the CFO have advised that they will forgo any 2020 annual bonus (payable in 2021 based on FY20 performance).

The share price at which the Awards were granted was determined to be £4.35, as previously announced, i.e. the higher of the IPO offer price of £4.35 (which is the same share price as the 2019 LTIP awards) or the average share price calculated over a period of up to 30 trading days prior to the Date of Grant.

The Directors' Remuneration Policy and the Plan rules provide the Committee maximum flexibility in applying discretion to ensure that the final outturns under the Awards reflect all relevant factors, including overall corporate performance, shareholder experience and consideration of any windfall gains.

A copy of the FCA notification form in respect of the grant of the Award to each PDMR, as required under the EU Market Abuse Regulation and in the prescribed format, is set out below.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014.

1	Details of PDMR
a.	Name	Rohit Malhotra
2	Reason for Notification
a.	Position / Status	Group Chief Financial Officer
b.	Initial Notification / Amendment	Initial Notification
3	Details of the Issuer
a.	Name	Network International Holdings Plc
b.	Legal Entity Identifier	213800VRNKWENNLKK60
4	Details of the Transaction(s)
a.	Description of the Financial Instrument	Shares
b.	Identification Code	GB00BH3VJ782
c.	Nature of the Transaction	Grant of Awards under the Network International Holdings Long-Term Incentive Plan
d.	Date & Place of Transaction	19 August 2020, London Stock Exchange, Main Market (XLON)
e.	Price(s) and Volume(s)	Price  Volume
		£ 4.35   240,554 Ordinary Shares
f.	Additional information
	- Aggregated volume	N/A Single transaction
	- Aggregated price	N/A Single transaction
1	Details of PDMR
a.	Name	Samer Soliman
2	Reason for Notification
a.	Position / Status	Managing Director - Middle East
b.	Initial Notification / Amendment	Initial Notification
3	Details of the Issuer
a.	Name	Network International Holdings Plc
b.	Legal Entity Identifier	213800VRNKWENNLKK60
4	Details of the Transaction(s)
a.	Description of the Financial Instrument	Shares
b.	Identification Code	GB00BH3VJ782
c.	Nature of the Transaction	Grant of Awards under the Network International Holdings Long-Term Incentive Plan
d.	Date & Place of Transaction	19 August 2020, London Stock Exchange, Main Market (XLON)
e.	Price(s) and Volume(s)	Price  Volume
		£ 4.35   215,546 Ordinary Shares
f.	Additional information
	- Aggregated volume	N/A Single transaction
	- Aggregated price	N/A Single transaction

1	Details of PDMR
a.	Name	Andrew Key
2	Reason for Notification
a.	Position / Status	Managing Director - Africa
b.	Initial Notification / Amendment	Initial Notification
3	Details of the Issuer
a.	Name	Network International Holdings Plc
b.	Legal Entity Identifier	213800VRNKWENNLKK60
4	Details of the Transaction(s)
a.	Description of the Financial Instrument	Shares
b.	Identification Code	GB00BH3VJ782
c.	Nature of the Transaction	Grant of Awards under the Network International Holdings Long-Term Incentive Plan
d.	Date & Place of Transaction	19 August 2020, London Stock Exchange, Main Market (XLON)
e.	Price(s) and Volume(s)	Price  Volume
		£ 4.35   199,379 Ordinary Shares
f.	Additional information
	- Aggregated volume	N/A Single transaction
	- Aggregated price	N/A Single transaction

Enquiries

Network International	[e-mail]
Amie Gramlick: Head of Investor Relations
Finsbury	[e-mail]
James Leviton, Andy Parnis: Media Relations

 

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