Long Term Incentive Plan Awards

RNS Number : 5497Y

Kingswood Holdings Limited

09 May 2019

 

9 May 2019

KINGSWOOD HOLDINGS LIMITED

("Kingswood", the "Company" or the "Group")

Long Term Incentive Plan Awards

Kingswood Holdings Limited (AIM: KWG), trading as Kingswood, the integrated wealth management group, is pleased to announce the granting of Long Term Incentive Plan 2019 ("2019 LTIP") awards to Directors of the Company, recent additions to the team and select team members in order to align them with the delivery of future long term goals (the "Awards"). Kingswood is committed to an employee ownership model and earlier this year rolled out a new organisation and title structure, culminating in the creation of the first group of Managing Directors and Partners in the firm.

The 2019 LTIP has been established to incentivise Board members and staff to reinforce shareholder value over the long term.

Director Awards

The following Awards under the 2019 LTIP are options over ordinary shares of the Company with an exercise price of 5 pence and were granted to certain Directors of the Company (the "LTIP Directors") on [9] May 2019 (the "Director Awards"). The LTIP Directors currently hold no other share options in the Company.

Name	Role	Number of options granted under the Award	Exercise Price (p)	Vesting Date
Gary Wilder	Chief Executive Officer	5,000,000	5.0	09/05/2022
Graydon Butler	Chief Operating Officer	3,000,000	5.0	09/05/2022
Buzz West	Non-Executive Chairman	3,000,000	5.0	09/05/2022
Jonathan Massing	Non-Executive Deputy Chairman	5,000,000	5.0	09/05/2022
David Hudd	Non-Executive Director	1,500,000	5.0	09/05/2022

These Director Awards are subject to a three-year performance period followed by a holding period of two years and are further subject to claw back and malus provisions. The Director Awards are linked to the Group's growth measured against performance targets summarised below:

50 per cent of the Director Award is subject to the Group achieving the following EBITDA targets:

Performance period	EBITDA target	% of EBITDA element vesting
FY19	£2.5m	33.3
FY20	£4.0m	33.3
FY21	£5.4m	33.3

The EBITDA element of the Director Award is also conditional on the Company's share price being not less than 18.9 pence per share (200 per cent. of 20 day average closing mid price prior to grant of the Director Awards) at the end of the three year performance period.

The remaining 50 per cent of the Director Award is subject to achieving the following total shareholder return ("TSR") target (20 day average closing mid price at the end of the third year adjusted for any other shareholder returns):

Performance tier	Share price at 31/12/21	% of TSR element vesting
Below threshold	<50p	0%
Threshold	50p	70%
Maximum	60p	100%
Between threshold and maximum	Between 50p and 60p	70-100% pro-rata on a straight line basis

These Director Awards represent 10.9 per cent of the current issued share capital of the Company.

Buzz West, Chairman, Kingswood, said: "The 2019 LTIP has been established to ensure that the incentivisation of the Company's Board is effective and fair and motivates the Directors to deliver success for the Group, its shareholders and employees over the long term". 

Related party transaction

The LTIP Awards to each of the LTIP Directors are considered a related party transaction pursuant to rule 13 of the AIM Rules. Accordingly, Jonathan Freeman who is an independent director for the purposes of the LTIP Awards, considers, having consulted with finnCap Ltd, the Company's Nominated Adviser, that the terms of the LTIP Awards are fair and reasonable insofar as shareholders are concerned.

Senior Management Awards

A further 8,750,000 awards have been made to members of senior management, with a vesting date of 31 December 2021, three-year performance period, two-year holding period, claw back and malus provisions, bringing the total awards made to senior management to 19,100,000 awards under this scheme.

Depending on the recipient of the awards, some will be subject to Group target EBITDA and TSR performance conditions (as above), with the remainder subject to Group target EBITDA targets (as above) and individual portfolio targets (including Assets Under Management / Assets Under Administration, revenue and profit).

To date, including the Director Awards, a total of 36,600,000 awards have been made under the 2019 LTIP, representing 22.8% of the Company's issued share capital.

Buzz West, Chairman, Kingswood, said: "The Remuneration Committee is keen to ensure that the rewards of the Company's senior team are structured to ensure that they will be effective, fair and motivate them to deliver success for the Group, its shareholders and employees over the long term". 

The information below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

For further details, please contact:

Kingswood Holdings Limited	[phone]
Gary Wilder / Patrick Goulding	www.kw-wealth.com
finnCap Ltd (Nomad and Broker)	[phone]
Ed Frisby / Scott Mathieson / Anthony Adams (Corporate Finance) Tim Redfern / Richard Chambers (ECM)
Greentarget (for media)	[phone]
Jamie Brownlee

About Kingswood                                        

Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG) integrated wealth management group, with more than 4,500 active clients and c.£2 billion of Assets Under Management and Advice. It has a growing network of offices in the UK including London, Manchester, Cheltenham, Maidstone, Worcester, Beverley and Abingdon, and an office in Johannesburg, South Africa.

Kingswood offers a portfolio of services to its clients, which range from private individuals to some of the UK's largest universities and institutions, including investment advice and management, personal and company pensions, wealth planning, and stockbroking.  Kingswood is focused on becoming a leading player in the wealth management market through targeted acquisitions in the UK, with the ultimate goal of creating a global business through strategic partnerships and its ambition is to gain a foothold in the US market in the near future.

1.	Details of the Person discharging managerial responsibilities ("PDMR") / person closely associated with them ("PCA")
a)	Name	Gary Wilder Graydon Butler Kenneth "Buzz" West Jonathan Massing Jonathan Freeman David Hudd
2.	Reason for the notification
a)	Position / status	Gary Wilder Chief Executive Officer Graydon Butler Chief Operating Officer Kenneth "Buzz" West Non-Executive Chairman Jonathan Massing Non-Executive Deputy Chairman David Hudd Non-Executive Director
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kingswood Holdings Limited
b)	Legal Entity Identifier	213800DX97OROHY26686
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	Options over ordinary shares of 5 pence each in the Company
b)	Nature of the transaction	Award of options under the 2019 LTIP
c)	Price(s) and volume(s)	Name Price(s) Volume(s) Gary Wilder 5p 5,000,000 Graydon Butler 5p 3,000,000 Kenneth "Buzz" West 5p 3,000,000 Jonathan Massing 5p 5,000,000 David Hudd 5p 1,500,000
d)	Aggregated information -     Aggregated volume -     Aggregated price	5p exercise price
e)	Date of the transaction(s)	[9] May 2019
f)	Place of the transaction	London Stock Exchange, AIM

 

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