Grant of Long Term Incentive Plan ("LTIP")

RNS Number : 1983H

Amigo Holdings PLC

02 December 2020

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

2 December 2020

Amigo Holdings PLC ("Amigo" or the "Company")

Grant of Long Term Incentive Plan ("LTIP")

Amigo Holdings PLC (LSE: AMGO), a leading provider of guarantor loans in the UK, announces that on 1 December 2020,  awards comprising nil-cost options over 14,250,000 ordinary shares of 0.25 pence each in the Company ("Shares") were granted to directors under the Amigo Holdings PLC 2019 Long Term Incentive Plan (the "Awards"). The allocation of the Awards to executive directors is as follows:

Director	Role	Award
Gary Jennison	Director, CEO	9,500,000
Michael Corcoran	Director, CFO	4,750,000
Total		14,250,000

The vesting of the Awards is conditional on meeting performance conditions measured over a three-year period as described below and are also subject to the successful authorisation of the individuals under the Senior Manager Regime by the FCA. There is a further holding period of two years following the vesting of the Awards. 

Performance conditions

The Awards shall be subject to the following Performance Conditions, and determined by the Board by reference to the weightings and Vesting schedule also shown below:

Performance Condition	Applicable terms	Performance target over the applicable Performance Period	Weighting (% of award)	Vesting schedule (% vesting, threshold - max)
EPS growth	Statutory EPS adjusted, at the discretion of the Remuneration Committee, to remove the impact of provisions for complaints that are not fulfilled over the period of measurement and for any other non standard distortions.	Growth of 300% over the EPS Hurdle over the Performance Period. EPS Hurdle is 1p. Target for full vesting is 4p.	30%	0% - 100% straight line above Hurdle
Absolute Total Shareholder Return (ATSR)	Measures the growth in the potential value of an Amigo share over the Performance Period - that is, the amount the share price has appreciated plus the dividends paid.	Growth of 233.3% over the ATSR Hurdle over the Performance Period. ATSR Hurdle is 12p. Target for full vesting is 40p.	40%	0% - 100% Straight line above ATSR Hurdle
Non-financial measures	Measures the effectiveness of the steps taken by the Awardees to ensure Amigo adheres to the standards expected by all stakeholders.	Test against internal t argets for corporate culture, conduct risk matters, diversity and inclusiveness and other ESG measures. Benchmark against external expectations over period.	30%	0% - 100%

In relation to the EPS Performance Condition, the applicable Performance Period shall commence on 1 October 2020 and end on 30 September 2023. The EPS Hurdle shall be the base for comparison against EPS for the subsequent Performance Period. 

In relation to the Absolute Total Shareholder Return Performance Condition and the Non-financial measures, the applicable Performance Periods shall commence on 1 December 2020 and end on 30 November 2023.

The participants are required to hold any Shares arising at vesting, for a period of 2 years following the end of the Performance Period ending on 30 November 2023.

Malus and clawback provisions are also in place to reduce or recover the Awards for criteria such as any material misstatement of the financial statements, a serious breach of the Company's code of ethics or a serious health and safety issue

The below information and notification is made in accordance with the EU Market Abuse Regulation.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Gary Jennison
2.	Reason for notification
b)	Position / status	Chief Executive Officer / Director
c)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	Amigo Holdings PLC
c)	LEI	213800PUHEBLCWDW9T74
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 Identification code	Ordinary shares of GBP0.0025 each GB00BFFK8T45
b)	Nature of the transaction	Grant of options to acquire ordinary shares under the Company's Long Term Incentive Plan. Subject to the rules of the scheme, the option will be exercisable in 2023.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 9,500,000
d)	Aggregated information Aggregated volume Price	9,500,000 Nil cost
e)	Date of the transaction	1 December 2020
f)	Place of the transaction	Outside of a trading venue

	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')
a)	Name	Michael Corcoran
2.	Reason for notification
b)	Position / status	Chief Financial Officer / Director
c)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
b)	Name	Amigo Holdings PLC
c)	LEI	213800PUHEBLCWDW9T74
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 Identification code	Ordinary shares of GBP0.0025 each GB00BFFK8T45
b)	Nature of the transaction	Grant of options to acquire ordinary shares under the Company's Long Term Incentive Plan. Subject to the rules of the scheme, the option will be exercisable in 2023.
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil cost 4,750,000
d)	Aggregated information Aggregated volume Price	4,750,000 Nil cost
e)	Date of the transaction	1 December 2020
f)	Place of the transaction	Outside of a trading venue
	Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA')

 Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

This announcement constitutes notice by Amigo Luxembourg S.A. (the "Issuer") to the holders of the Issuer's 7.625% Senior Secured Notes due 2024 (for the notes issued pursuant to Rule 144A of the United States Securities Act of 1933, ISIN: XS1533928468 and Common Code: 153392846; for the notes issued pursuant to Regulation S of the United States Securities Act of 1933, ISIN: XS1533928625 and Common Code: 153392862) (the "Notes") issued pursuant to pursuant to Section 4.03(a)(3) of an indenture dated January 20, 2017 among, inter alia, the Issuer, the guarantors named therein and U.S. Bank Trustees Limited, as trustee and security agent.  Amigo Holdings PLC is the indirect parent company of the Issuer. This announcement shall constitute a "Report" to holders of the Notes.

The person responsible for this announcement is Roger Bennett, Company Secretary.

-ENDS

Contacts:

Amigo Holdings PLC        [e-mail]    

Kate Patrick   Head of Investor Relations 

Roger Bennett                   Company Secretary 

Hawthorn Advisors           [e-mail]  

Lorna Cobbett   Tel: [phone]

 

END

 

 

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