Award & Amendment of Options & PDMR Shareholdings

RNS Number : 1946K

FireAngel Safety Technology Group

04 May 2022

 

4 May 2022

FireAngel Safety Technology Group plc  

('FireAngel', the 'Company' or the 'Group')

Award of Options under Share Plan,

PDMR shareholdings and amendments to performance period for previous awards

FireAngel (AIM: FA.), one of Europe's leading developers and suppliers of home safety products, announces that it has made awards of options ("Options") over a total of 2,945,000 FireAngel Safety Technology Group plc ordinary shares of 2p each (the 'Shares') to Zoe Fox, the Company's Chief Finance Officer, and certain senior managers employed within the Group, under its Long-Term Incentive Plan ('LTIP').

Under the LTIP, awards were made to the following Persons Discharging Managerial Responsibility ('PDMRs'):

Name	Position	Status	LTIP Options award (over Shares)
Directors
Zoe Fox	Chief Finance Officer	Director and PDMR	1,000,000
Senior Managers
Nick Rutter	Chief Product Officer	PDMR	300,000
Rene Nolten	Business Unit Director	PDMR	300,000
Claire Pickard	Supply Chain Director	PDMR	300,000
Steve Boggis	Business Unit Director	PDMR	300,000

Under the LTIP, selected employees are entitled to exercise an Option to receive a certain number of Shares at any time after a three-year vesting period ("Vesting Period"), at a cost to the employee of the nominal value of the Shares.

Vesting of the LTIP Options is dependent on performance targets, based on total shareholder return ('TSR') and earnings per share ('EPS'). The award is split evenly across the 2 performance conditions with 50 per cent. of the total award for each performance condition.

The maximum number of Options that vest and become exercisable into Shares at the end of the Vesting Period is calculated as follows for each performance condition:

TSR	% of Options that vest under the TSR performance condition (50% of total award)
Less than 100% growth	Nil
100% growth	25%
Between 100% growth and 200% growth	Between 25% and 100% on a straight-line basis
200% growth or more	100%

EPS	% of Options that vest under the EPS performance condition (50% of total award)
Less than 2.2 pence	Nil
Between 2.2 pence and 3.2 pence	Between 0% and 25% on a straight-line basis
Between 3.2 pence and 4.2 pence	Between 25% and 100% on a straight-line basis
4.2 pence or more	100%

Following the Vesting Period, the Options are exercisable for 10 years, after which, any unexercised Options will lapse.

Any entitlement under the LTIP will lapse on cessation of employment prior to the end of the three-year Vesting Period, unless cessation of employment is by reason of redundancy, ill health or death.

In addition, Zoe Fox has  irrevocably and unconditionally surrendered and cancelled 100,000 Options under the FireAngel Safety Technology Group 2015 Long Term Incentive Plan, previously awarded on 2 August 2019.

Following the awards and cancellation of Zoe Fox's 100,000 Options referred to above, the total interests in Shares of the Director and each of the PDMRs included in the table above  are as follows:

Name	Shares held	% of Shares held	Interest in shares in share schemes
Directors
Zoe Fox	88,828	0.05%	2,343,260
Senior Managers
Nick Rutter	4,182,831	2.31%	1,177,107
Rene Nolten	-	-	875,000
Claire Pickard (including husband's holding)	241,711	0.13%	953,000
Steve Boggis	-	-	750,000

In addition, the Company announces that, due to the prolonged impact of COVID-19 on its business and, more recently, the further effect of Russia invading Ukraine on global markets, it has extended the performance periods for the award of 5,000,000 options issued to John Conoley, the Company's Executive Chairman, in November 2020, as announced on 1 December 2020, and also to the awards issued to certain directors and senior managers as announced on 9 July 2021 as follows: -

-  the performance period for the TSR for the awards issued to John Conoley in November 2020 has been amended to be measured from 30 November 2020 to 31 March 2025 (previous measurement period was 30 November to 31 March 2024); and

-  the performance period for the TSR for the awards issued to certain directors and senior managers in July 2021 has been amended to be measured from 9 July 2021to 31 March 2025, (previous measurement period was 7 July to 31 March 2024) and the EPS will now be measured at 31 December 2024, (previously 31 December 2023).

There have been no other amendments made to the performance conditions on the above awards.

Further details of the outstanding Options are set out in the Appendix below 

Related Party Transaction

The new options being awarded to Zoe Fox and the extension of the performance periods of certain existing options issued to Zoe Fox and John Conoley are a related party transaction pursuant to AIM Rule 13 of the AIM Rules for Companies. The independent Directors, being those Directors of the Company other than John Conoley and Zoe Fox, consider, having consulted with Shore Capital and Corporate, the Company's nominated adviser, that the terms of the award of new options and the extension of the performance periods of certain existing options awarded to Zoe Fox and John Conoley are fair and reasonable insofar as the Company's shareholders are concerned.

APPENDIX

Grant date		Share in share schemes	Vesting date	Expiry date	Exercise price
Options under LTIPs
Directors' share options
25/04/2014	Zoe Fox	31,944	24/04/2017	28/04/2024	200p
25/04/2014	Graham Whitworth	125,000	24/04/2017	28/04/2024	200p
30/11/2020	John Conoley	5,000,000	31/03/2025	30/11/2030	2p
08/07/2021	John Conoley	1,821,272	*31/03/2025	08/07/2031	2p
08/07/2021	Zoe Fox	1,311,316	*31/03/2025	08/07/2031	2p
29/04/2022	Zoe Fox	1,000,000	*28/04/2025	28/04/2032	2p
Employee share options
25/04/2014	Rene Nolten (PDMR)	25,000	24/04/2017	28/04/2024	200p
25/04/2014	Nick Rutter (PDMR)	125,000	24/04/2017	28/04/2024	200p
25/04/2014	Other Employees	109,335	24/04/2017	28/04/2024	200p
02/08/2019	Steve Boggis (PDMR)	100,000	01/08/2022	02/08/2029	2p
02/08/2019	Rene Nolten (PDMR)	100,000	01/08/2022	02/08/2029	2p
02/08/2019	Claire Pickard (PDMR)	100,000	01/08/2022	02/08/2029	2p
02/08/2019	Other Employees	160,000	01/08/2022	02/08/2029	2p
08/07/2021	Steve Boggis (PDMR)	450,000	*31/03/2025	08/07/2031	2p
08/07/2021	Rene Nolten (PDMR)	450,000	*31/03/2025	08/07/2031	2p
08/07/2021	Claire Pickard (PDMR)	450,000	*31/03/2025	08/07/2031	2p
08/07/2021	Nick Rutter (PDMR)	450,000	*31/03/2025	08/07/2031	2p
08/07/2021	Other employees	2,339,905	*31/03/2025	08/07/2031	2p
08/07/2021	Steve Boggis (PDMR)	300,000	*28/04/2025	08/07/2031	2p
08/07/2021	Rene Nolten (PDMR)	300,000	*28/04/2025	08/07/2031	2p
08/07/2021	Claire Pickard (PDMR)	300,000	*28/04/2025	08/07/2031	2p
08/07/2021	Nick Rutter (PDMR)	300,000	*28/04/2025	08/07/2031	2p
29/04/2022	Other Employees	745,000	*28/04/2025	28/04/2032	2p
Options under LTIPs		16,093,772
Options under share matching scheme
Directors' share options
01/06/2020	John Conoley	281,514	-	01/06/2030	2p
03/07/2020	John Conoley	25,000	-	03/07/2030	2p
18/12/2020	John Conoley	49,660	-	18/12/2030	2p
Employee share options
01/06/2020	Nick Rutter (PDMR)	176,490	-	01/06/2030	2p
19/06/2020	Other Employees	544,904	-	19/06/2030	2p
03/07/2020	Nick Rutter (PDMR)	49,473	-	03/07/2030	2p
06/01/2021	Claire Pickard (PDMR)	103,000	-	06/01/2031	2p
14/01/2021	Nick Rutter (PDMR)	76,144	-	03/07/2031	2p
Options under share matching scheme		1,306,185
Total options		17,399,957
* Revised vesting dates

For further information, please contact:

FireAngel Safety Technology Group plc	024 7771 7700
John Conoley, Executive Chairman
Zoe Fox, Chief Finance Officer Shore Capital (Nominated adviser and Joint broker)	020 7408 4050
Tom Griffiths/David Coaten Singer Capital Markets (Joint Broker) Rick Thompson/Alex Bond Houston (Financial PR) Kate Hoare/Joe Burgess	020 7496 3000 020 4529 0549

Notes to Editors

About FireAngel Safety Technology Group plc

FireAngel's mission is to protect and save lives by making innovative, home safety products which are simple and accessible. FireAngel is one of the market leaders in the European home safety products market. 

FireAngel's principal products are connected smoke alarms, CO alarms, heat alarms and accessories.  The Company has an extensive portfolio of patented intellectual property in Europe, the US and other selected territories.  Products are sold under FireAngel's leading brands of FireAngel, FireAngel Pro, FireAngel Specification and AngelEye.

For further product information, please visit:  www.fireangeltech.com

 

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