Approved Share Incentive Arrangements

RNS Number : 8234Q

Gresham House PLC

15 September 2017

 

15 September 2017

Gresham House plc ("Gresham House" or the "Company")

(AIM:GHE)

Approved Share Incentive Arrangements

At the Annual General Meeting on 18 May 2017, shareholders approved the long-term incentive plan ("LTIP") awards. Gresham House Holdings Limited ("GHHL"), has issued a total of 208 B Ordinary Shares to two persons discharging managerial responsibility in connection with the LTIP. The B Ordinary Shares only have value when shareholder value has been created above the hurdles noted below.

Enquiries:

Gresham House plc Kevin Acton John-Paul Preston	[phone]
Liberum Capital Ltd Neil Elliot Jill Li	[phone]
Montfort Communications Rory King	[e-mail] [phone]

Supplementary information

The B Ordinary Shares in GHHL were issued to members of the management team for no cash consideration on 14 September 2017. 

The table below shows the number of B Ordinary Shares issued to each person discharging managerial responsibility:

Name	Position	Total number of B Ordinary Shares awarded
Kevin Acton	Finance Director	104
John-Paul Preston	Chief Operating Officer	104
Total		208

The rights attaching to the B Ordinary Shares provide the holders with value that is linked to the market capitalisation of Gresham House. 

Subject to satisfying the conditions set out below, the B Ordinary Shareholders shall, in aggregate, be entitled to up to 2.88% of the shareholder value which, for the purposes of the plan, is:

-     the market capitalisation of the Company as at the date of the exercise of the put option (described in further detail below), together with the aggregate value of any distribution and returns of capital to Shareholders from the date on which the B Ordinary Shares are issued to them (the "Date of Award") to the date of the exercise of the Put Option; less

-     the market capitalisation of the Company on the date before the relevant Date of Award, plus the aggregate subscription price of all shares issued by Gresham House (excluding any shares issued in exchange for A Ordinary Shares or B Ordinary Shares) from the Date of Award to the date of the exercise of the Put Option.

B Ordinary Shareholders may sell their B Ordinary Shares to Gresham House by exercising a put option at any time between the second anniversary from their Date of Award and 31 December 2023, provided that the following conditions have been met:

-     If the market capitalisation of Gresham House has reached or exceeded a value equivalent to 7% pa compound growth from the Date of Award to any time after the Second Anniversary of the relevant Date of Award (the "Hurdle Condition"), and the growth in the market capitalisation of Gresham House has been at least equal to the growth in the FTSE All Share Index (as measured from the Date of Award to the date of exercise of the put option, the "Performance Condition"), B Ordinary Shareholders may sell their B Ordinary Shares and receive their pro rata share of the shareholder value on the date that the put option is exercised;

-     If the Hurdle Condition has been met, but the Performance Condition has not been met, B Ordinary Shareholders may sell their B Ordinary Shares and receive their pro rata share of 50% of the shareholder value on the date that the put option is exercised;

-     If both the Hurdle Conditions and the Performance Condition have not been met or in the event that the Performance Condition has been met but the Hurdle Condition has not been met, the B Ordinary Shares will become worthless deferred shares or be bought back by Gresham House for no consideration.

The B Ordinary Shares also contain customary good leaver and bad leaver provisions as well as drag along and tag along rights that apply on a sale of GHHL or a takeover of Gresham House.

 

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	Kevin Acton
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House Holdings Limited
b)	LEI	N/A
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	B Ordinary Shares in Gresham House Holdings Limited (a wholly owned subsidiary of Gresham House plc), the value of which is linked to the value of the ordinary shares in Gresham House plc. IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
b)	Nature of the transaction	Employee Shareholder Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 139.4p 104
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	14 September 2017
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John-Paul Preston
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House Holdings Limited
b)	LEI	N/A
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	B Ordinary Shares in Gresham House Holdings Limited (a wholly owned subsidiary of Gresham House plc), the value of which is linked to the value of the ordinary shares in Gresham House plc. IDENTIFICATION CODE FOR GRESHAM HOUSE PLC ORDINARY SHARES GB0003887278
b)	Nature of the transaction	Employee Shareholder Scheme
c)	Price(s) and volume(s)	Price(s) Volume(s) 139.4p 104
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	14 September 2017
f)	Place of the transaction	London Stock Exchange, AIM

 

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