NMT Group PLC
10 February 2006
10 February 2006
NMT Group plc ('the Company')
Material Transaction with a Related Party
The Company announces that it has today entered into an agreement ('the
Agreement') with Volvere plc ('Volvere') (1), a substantial shareholder of and
therefore a related party of the Company under the AIM Rules, (2) Lord Kalms of
Edgware, a Director of the Company, (3) Jonathan Lander, a Director of the
Company, (4) Nicholas Lander, a Director of the Company and (5) Dawnay Day
Lander Limited. This varies an agreement entered into on 26 November 2005
pursuant to which the services of Lord Kalms of Edgware, Jonathan Lander and
Nicholas Lander (the 'Executive Directors') were seconded to the Company by
Volvere.
Duties
Under the terms of the Agreement, the Executive Directors are required to fulfil
all appropriate board and management functions relating to the Company including
but not limited to: the function of Chairman, the day-to-day supervision of the
Company's business and staff, and the identifying and implementation of
strategies for realising shareholder value.
Management and Performance Fee
In consideration for fulfilling the duties outlined above, the existing
arrangements the Company pays Volvere an annual fee of £40,000 plus VAT in
relation to the provision of Lord Kalms' services and an amount of £20,000 per
month plus VAT collectively in respect of the services of Jonathan Lander and
Nicholas Lander at any time when the Company is in an offer period for the
purposes of the Takeover Code or during a period of significant corporate
activity. In any period not being an offer period or a period of significant
corporate activity the fee in relation to the services of Nicholas and Jonathan
Lander is reduced to £60,000 per annum plus VAT on a pro rata basis. As of 9
February these arrangements are terminated. Under the revised arrangements,
the Company will from 10 February 2005 pay to Volvere a Management Fee plus a
Performance Fee.
The Management Fee is a monthly fee payable in cash equal to 0.25% of the net
assets of the Company determined in accordance with the consolidated monthly
management accounts.
The Performance Fee is an amount payable in cash equal to 20 per cent. of any
uplift in the share price of the Company, measured at monthly rests following
the date of the Agreement. To the extent that the share price falls again
subsequently, no further Performance Fee will be payable unless the share price
of the Company rises above the previous highest level and remains above that
level at the next monthly calculation date.
Termination
The Agreement may be terminated by giving three months' notice in writing by
either Volvere or the Company. In the event that the Agreement is terminated by
the Company other than in certain specified circumstances, Volvere is entitled
to a Termination payment of six per cent of the then current Net Asset Value
(calculated as at the end of the previous month.) In addition Volvere is
entitled to a payment of an amount equal to :
O x B
Where:
O = the value of an option using the Black Scholes valuation model with the
following inputs: Maturity = 24 months; Volatility = the higher of the
historical 12 months volatility and 20%; Exercise price = the lowest closing
mid-market price for the 12 months prior to the termination date; interest rate
= 4%; and
B = the weighted average number of the Company's ordinary shares outstanding for
the month prior to termination.
Lex Gold and George Wardale, who are independent Directors of the Company in
relation to the Agreement as they have no personal involvement in the Agreement,
consider, having consulted with the Company's Nominated Adviser Shore Capital &
Corporate Limited, that the terms of the Agreement are fair and reasonable
insofar as its shareholders are concerned.
Enquiries:
NMT Group PLC Jonathan Lander 020 7979 7574
Shore Capital & Corporate Limited Guy Peters 020 7408 4090
This information is provided by RNS
The company news service from the London Stock Exchange
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