Annual Report and Notice of AGM

RNS Number : 7235C

Elektron Technology PLC

30 June 2016

 

Elektron Technology plc 

("Elektron" or the "Company")

2016 Annual Report and Financial Statements and proposed Long Term Incentive Plan

Elektron announces that it has today published its annual report and financial statements for the year ended 31 January 2016 ("Annual Report"). The Company also announces that its Annual General Meeting ("AGM") will be held at 11.30am on Thursday 28 July 2016 at Madingley Hall, Madingley, Cambridge, CB23 8AQ. Both the Annual Report and the Notice of Annual General Meeting (the "Notice") will be posted to shareholders today and are available on the Company's website www.elektron-technology.com.

The Remuneration Report in the Annual Report contains details of a new Long term Incentive Plan ('NLTIP') which will replace the existing Joint Ownership Share Plan ('JSOP').

The Remuneration Committee has sought to replace the JSOP with the NLTIP by building on the previous scheme and enhancing it. The NLTIP (developed in close consultation with the largest shareholders) more closely aligns the interests of management with those of all shareholders. The focus is on total cash generation and total shareholder return over a three-year period. The NLTIP is limited to John Wilson and Andy Weatherstone who do not currently have significant shareholdings in the Company. The old LTIP (i.e. JSOP) awards will be unwound.

These arrangements have the support of over 51.1% of shareholders. A summary of the proposals is as follows:

Unwind of the JSOP

The existing JSOP awards take the form of interests in shares (including voting rights) in the Company that are jointly owned by the trustee (the 'Trustee') of the Elektron Technology 2012 Employee Benefit Trust ('EBT') and the relevant participant. The participants were also granted stock appreciation rights which are linked to their joint ownership interests. Keith Daley and John Wilson invested approximately £65,000 in aggregate to acquire their joint ownership interest.

The JSOP awards, which, if unexercised, were scheduled to unwind in 2022, will be unwound with the agreement of the Trustee and all of the participants. The Trustee will be requested to purchase all the joint ownership interests held by each participant for a consideration of one ordinary share in the Company for every four jointly held shares held by the participant, subject to an external valuation. The linked stock appreciation rights will also lapse. As a result of these transactions Keith Daley and John Wilson will receive 1,180,500 and 980,500 shares respectively.

Purchase of shares from the EBT

Keith Daley, John Wilson, one other shareholder and the Trustee of the EBT are currently considered to be in a concert party under Rule 9 of the Takeover Panel Rules. This limits their individual ability to freely purchase shares in the open market but not from other concert party members. The Remuneration Committee considers it is desirable that Directors are able demonstrate their belief in the Company by buying shares from time to time. Accordingly, it is proposed that Keith Daley and John Wilson be permitted to acquire from the Trustee at any time, at the higher of the mid-market price at close of business on the immediately preceding dealing day or 5 pence, a maximum of 3,541,500 shares and 2,941,500 shares respectively.

The Trustee currently holds 15,075,650 shares. Following the unwind of the JSOP, 12,683,650 shares will remain outstanding, of which 6,483,000 will be available for Keith Daley and John Wilson to acquire in this way.

New LTIP

John Wilson and Andy Weatherstone will each receive awards equivalent to 5m and 2.5m Elektron Technology plc shares respectively. Each will only benefit to the extent that the share price exceeds 10 pence, and the awards will vest after the financial year 31 January 2019 (the Performance End Period) if the following performance hurdles are met:

a)    the consolidated cash balances exceed £8m after adding back any cash distributions paid to shareholders and deducting all consolidated Group financial liabilities and any net working capital liabilities per the audited accounts; and

b)    the share price (plus any cumulative cash distribution paid to shareholders before the Performance End Period) is (i) greater than 15 pence but less than 17.5 pence (in which case 75% of the allocation vests), (ii) greater than 17.5 pence but less than 20 pence (in which case 85% of the allocation vests), and (iii) greater than 20 pence (in which case 100% of the allocation vests). The share price for these purposes will be a 90-day volume weighted average measured from the date the audited accounts for the Performance End Period are announced.

Vesting will be triggered earlier (irrespective of condition (a) above being met) if cumulative cash distributions have been made to shareholders before the end of the Performance End Period equal to the hurdles mentioned in (b) above (i.e. if there are cumulative cash distributions totalling 15p per share, then 75% of the award vests etc.). 

Awards will also vest early in the case of certain corporate transactions, including a takeover of the Company.

The major differences between the NLTIP and old JSOP are as follows:

·    The participants in the NLTIP (unlike the JSOP) will have no voting rights in Elektron Technology plc until the awards vest and the participants receive Company shares.

·    Keith Daley will not participate and Andy Weatherstone will participate. The reverse was the case with the JSOP.

·    The NLTIP contains two vesting criteria (including a cash hurdle) whereas the JSOP was based on a single target price.

·    Under the NLTIP the participants will only benefit to the extent that the share price exceeds 10 pence (being a 90% increase in the share price at the date at the date the Annual Report was approved). Under the JSOP scheme, including the stock appreciation rights, the entire award was capable of vesting if a single target price of 17.8 pence (if adjusted to take account of the 2014 placing) was met.

The awards will be structured under a tax-advantaged Employee Shareholder Shares (ESS) scheme where shares in Elektron Technology UK Limited (ETUK), a wholly owned subsidiary, will be issued to each of John Wilson and Andy Weatherstone. If the performance hurdles are met, the participants can put vested ETUK shares to the Company or Trustee for an amount determined by reference to the sum of (i) any cumulative cash distributions made by the Company to the Performance Period End plus (ii) the 90 day volume weighted Elektron Technology plc share price immediately prior to the date of exercise of the put less (iii) the 10p hurdle. Such amount can be paid in Company shares (or in cash if so determined by the Remuneration Committee).  If the performance hurdles are not met the ETUK shares will be acquired by the Company at no cost. Any Company shares received by participants must be retained until 31 January 2021 (subject to an ability to sell sufficient Company shares to cover any tax liabilities arising from the award).

The awards will be forfeited if the participant ceases employment before the end of the Performance End Period other than for agreed good leaver reasons. Malus and clawback provisions also apply. In the event of sale of all or substantially all of assets or 75% of the shares in the Company the awards will vest in full noting the participants will only benefit from any increase in value over 10 pence per share.

Shareholders will be asked to approve the remuneration report in the Company's Annual Report at the forthcoming AGM. This vote is advisory and the Directors' entitlement to receive remuneration is not conditional on it. In the event that the advisory vote is not carried the Remuneration Committee will consult with shareholders before implementing any changes to Directors' remuneration.

Related Party Opinion

The unwind of Keith Daley's and John Wilson's interests in the JSOP, Keith Daley's and John Wilson's award of options to purchase shares from the EBT and John Wilson's award under the NLTIP are related party transactions under the AIM Rules. The independent directors, having consulted with the Company's nominated adviser, finnCap, consider that each of the unwind of Keith Daley's and John Wilson's interests in the JSOP, Keith Daley's and John Wilson's award of options to purchase shares from the EBT and John Wilson's award under the NLTIP are each fair and reasonable insofar as the Company's shareholders are concerned.

For further information:

Elektron Technology  www.elektron-technology.com	[phone]
Peter Welch -Non Executive Director (Chair of Remuneration Committee) Martin Reeves - Company Secretary
finnCap	[phone]
Ed Frisby/Scott Mathieson (Corporate Finance)
Malar Velaigam (Corporate Broking)

 Notes to Editors

Elektron conceives designs and markets innovative engineered products and services for businesses at its technology hub in Cambridge. It has a multi skilled team of engineers and product line specialists focused on the opportunities created by disruptive global trends in the following areas:

·         Demand for ubiquitous power and data: Bulgin

·         Internet of Things, cloud computing and mobile devices: enabling automation and management of a new wave of business processes: Checkit

·         Growth in high precision manufacture: Queensgate

·         Healthcare for the ageing population: Elektron Technology Ophthalmic

In addition, Elektron owns a portfolio of well-established products and brands which provide customer access and feedback.

Elektron Technology is headquartered in Cambridge and its shares are admitted to trading on the AIM market of the London Stock Exchange.

 

END

 

 

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