Adoption of New Share Option Scheme & option grant

RNS Number : 2294O

Newmark Security PLC

01 October 2019

 

1 October 2019

Newmark Security plc

("Newmark" or the "Company")

Adoption of New Share Option Scheme and grant of options

Newmark Security plc (AIM: NWT), a leading provider of electronic and physical security systems, announces the adoption of the Newmark Security plc 2019 EMI Share Option Plan (the "Plan") and the grant of options to Marie-Claire Dwek, CEO of the Company.

The Plan is being introduced to recruit, retain and incentivise Directors and employees of the Company and its subsidiaries.  The number of options that may be awarded under the Plan is limited to a maximum number of new ordinary shares of 1p each in the Company ("Ordinary Shares") representing 15 per cent. of the Company's issued share capital and may be issued as tax-effective enterprise management incentives where appropriate.

Grant of options to Newmark CEO

Under her service agreement, Marie-Claire Dwek is entitled to receive options over Ordinary Shares representing at least 20 per cent. of her annual salary.  Grants for the years 2016 to 2018 were not made at that time as the Company was in a transition period and the Board was concentrating on the development of the Company. Marie-Claire Dwek previously held EMI options over 15,416,082 Ordinary Shares (the "Historic Options") with exercise prices and vesting dates as follows:

Year of grant	No. of Historic Options	Exercise price	Vesting dates
2013	12,363,636	1.375p	Fully vested
2014	1,909,589	1.825p	Fully vested
2015	1,142,857	3.325p	2/3 vested, 1/3 vest on 15 September 2020
Total	15,416,082

The Company and Marie-Claire Dwek have agreed to the cancellation of the Historic Options and the Company has today granted to Marie-Claire Dwek new options over a total of 22,728,582 Ordinary Shares under the Plan (the "CEO Replacement Options"). The CEO Replacement Options are exercisable at 1.8p per option and replace the Historic Options and options that Marie-Claire Dwek was entitled to between 2016 and 2018. As a result, the CEO Options have varying vesting dates, as follows:

Grant year representing	Number of CEO Options	Vesting dates
2013	12,363,636	Fully vested
2014	1,909,589	Fully vested
2015	1,142,857	2/3 vested, 1/3 vest on 15/09/20
2016	2,437,500	1/3 vested, 1/3 vest on 15/09/20, 1/3 vest on 15/09/21
2017	2,437,500	1/3 vest on 15/09/20, 1/3 vest on 15/09/21, 1/3 vest on 15/09/22
2018	2,437,500	1/3 vest on 15/09/21, 1/3 vest on 15/09/22, 1/3 vest on 15/09/23
	22,728,582	Total

The CEO Options lapse on the tenth anniversary of the date of grant and are not subject to any performance related vesting criteria.

In addition, Marie-Claire Dwek has been granted options over 5,939,692 Ordinary shares in respect of the year ended 30 April 2019 (the "CEO 2019 Options"). The number of CEO 2019 Options granted has been calculated based on the Company's closing mid-market share price on 30 September 2019 of 0.65p. As the current share price is below the nominal value of an Ordinary Share, the CEO 2019 Options are exercisable at 1p per option. They vest as to 1/3 on 30 September 2022, 1/3 on 30 September 2023 and 1/3 on 30 September 2024.  The CEO 2019 Options lapse on the tenth anniversary of the date of grant.

Following the cancellation of the Historic Options and the grant of the CEO Replacement Options and the CEO 2019 Options, Marie-Claire Dwek holds options over a total of 28,668,274 Ordinary Shares, representing 6.12% of the Company's issued share capital.

Total options outstanding

Following the grant of the CEO Replacement Options and CEO 2019 Options, Newmark has options outstanding over a total of 37,668,274 Ordinary Shares, representing 8.04% of the Company's issued share capital.

Related party transaction

The cancellation of the Historic Options and grants of the CEO Replacement Options and the CEO 2019 Options constitute related party transactions pursuant to the AIM Rules for Companies.  The Directors of Newmark (excluding Marie-Claire Dwek and Maurice Dwek), having consulted with the Company's nominated adviser, consider the terms of these transactions to be fair and reasonable insofar as shareholders are concerned.

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	Marie-Claire Dwek
2	Reason for the notification
a)	Position/status	CEO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Newmark Security plc
b)	LEI	213800CL2XGDB1YCLM67
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	Options over ordinary shares of 1p each in Newmark Security plc Identification code (ISIN) for Newmark Security plc ordinary shares: GB0006596406
b)	Nature of the transaction	Purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.8p exercise price 22,728,582 1p exercise price 5,939,692
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) n/a n/a
e)	Date of the transaction	30 September 2019
f)	Place of the transaction	Outside a trading venue - grant of options

For further information:

Newmark Security plc
Marie-Claire Dwek, Chief Executive Officer Brian Beecraft, Group Finance Director	Tel: [phone] www.newmarksecurity.com
Allenby Capital Limited (Nominated Adviser and Broker)	Tel: [phone]
James Reeve / Liz Kirchner

 

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