Share Option Plan

RNS Number : 3746P

TMT Investments PLC

24 October 2012

 



24 October 2012

TMT INVESTMENTS PLC

("TMT" or the "Company")

Share Option Plan

The Board of TMT announces that the Company has approved a share option Plan ("Plan") for directors, officers, employees of or consultants to the Company and/or any company directly or indirectly controlled by the Company.

Under the Plan, options over a total of 7,500,000 ordinary shares in the Company, representing approximately 30% of the current issued share capital (or 23% of the enlarged share capital assuming full exercise of the options), will be available at an exercise price determined by the Board or its remuneration committee, which will not be less than the closing middle market price for the Company's share on AIM on the date of grant as published by or on behalf of the London Stock Exchange plc.  Options will vest on a daily basis over a period of 3 years whilst the option holder remains eligible, and vested options can be exercised on each anniversary of the grant, but if not exercised within 1 year from the allowable date of exercise, will lapse.

The current proposed allocation of options without performance conditions is as follows:

Name	Option Shares	Option Price Year 1	Option Price Year 2	Option Price Year 3
German Kaplun (Employee)	1,125,000	US$1.40	US$1.55	US$1.70
Alexander Morgulchik (Employee)	1,125,000	US$1.40	US$1.55	US$1.70
Alexander Selegenev (Director)	1,125,000	US$1.40	US$1.55	US$1.70
Artyom Inyutin (Employee)	1,125,000	US$1.40	US$1.55	US$1.70
Yuri Mostovoy (Director)	562,500	US$1.40	US$1.55	US$1.70
Alexander Pak (Employee)	300,000	US$1.40	US$1.55	US$1.70
Levan Kavtaradze (Employee)	150,000	US$1.40	US$1.55	US$1.70
Not issued - held in reserve	1,987,500
TOTAL	7,500,000

If the option holder ceases to be eligible and is a bad leaver, outstanding options will lapse.  If the option holder ceases to be eligible and is a good leaver, outstanding options can be exercised for up to 1 year.

The Company's Admission Document included a statement that the Company will rely on a small number of key individuals, in particular its directors and (at the time) consultants, and although at that time the Company did not have a share option scheme in place, that it was the intention, post admission, for the Board to adopt a share option scheme.  The Board has determined that the Plan is in the best interests of the Company in order to ensure key individuals remain with the Company to incentivise them to continue the Company's current and future operations and strategy and maximise the return on investment to its shareholders, and to incentivise and attract new key individuals in the future.

Shareholders representing over 73% of all shareholders not eligible to participate in the Plan have confirmed to the Board that they approve the terms of the Plan.

German Kaplun and Alexander Morgulchik together hold TMT shares representing 16.7% of the Company's issued share capital, and the grant of options to them under the Plan represents a related party transaction under the AIM Rules.  In addition, the grant of option shares to Alexander Selegenev and Yuri Mostovoy, Directors of the Company, represents a related party transaction under the AIM Rules.  Independent non-executive Directors of the Company James Mullins and Petr Lanin, who are not eligible to participate in the Plan, consider, having consulted the Company's Nominated Adviser ZAI Corporate Finance Ltd., that the terms of the Plan are fair and reasonable insofar as the Company's shareholders are concerned.

For further information contact:

TMT Investments Plc Mr. Alexander Selegenev www.tmtinvestments.com	[phone] [e-mail]
ZAI Corporate Finance Ltd. NOMAD and Broker Marc Cramsie/Irina Lomova	[phone]
Kinlan Communications David Hothersall	Tel. [phone] [e-mail]

About TMT Investments

The Investment Policy & Strategy

The Company's objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in the TMT Sector. The Company aims to provide equity and equity-related investment capital, such as convertible loans, to private companies which are seeking capital for growth and development, consolidation or acquisition, or as a pre-IPO financing.

In addition, the Company intends to invest in publicly traded equities which have securities listed on a stock exchange or over-the-counter market. These investments may be in combination with additional debt or equity-related financing, and in appropriate circumstances in collaboration with other value added financial and/or strategic investors.

The Company is not geographically restricted in terms of where it will consider making investments. It will consider any geographical area, to the extent that the investment fits within the Company's investment criteria. The Directors and Consultants have expertise in emerging markets and, in particular, in Russia and the Commonwealth of Independent States. The Company will not be subject to any borrowing or leveraging limits.

Private Companies

The Company will target small and mid-sized companies and will seek to secure at least blocking stakes and board representation, where it considers that the Company and/or an investee company would benefit from such an appointment. The Company will consider making equity investments in lower than blocking stakes only where it sees ways to increase the stakes to blocking or controlling stakes at a later date. Each investment is expected to be at least US$250,000.

The investments targeted by the Company will aim to support rapidly-growing private companies to increase market share and achieve long-term shareholder value. It is envisaged that if the Company invested in a private company prior to that company listing on a stock market, the Company would retain a part of its investment in the listed entity going forward. The Company intends to work closely with the management of each investee company to create value by focusing on driving growth through revenue creation, margin enhancement and extracting cost efficiencies, as well as implementing appropriate capital structures to enhance returns.

Public Companies

When investing in public equities, the Company will seek to select companies with a dominant market share or strong growth potential in their respective segments. No restrictions will be placed on the size of public companies in which the Company may make an investment. The Directors intend to make investments in companies or businesses with attractive valuation, growth potential, with competent and motivated management, which enjoy brand recognition, have scalable business models, have strong relationships with customers and have in place transparent accounting policies.

Realisation of Returns

The Directors will, when appropriate, consider how best to realise value for Shareholders whether through a trade sale, flotation or secondary refinancing of the investee companies. The proposed exit route will form a key consideration of the initial investment analysis.

The Company expects to derive returns on investments principally through long-term capital gains and/or the payment of dividends by investees. The primary ways in which the Company expects to realise these returns include: (a) the sale or merger of a company; (b) the sale of securities of a company by means of public or private offerings; and (c) the disposal of public equity investments through the stock exchanges on which they are listed.

For private investee companies the Company believes that its typical investment holding period should provide sufficient time for investee companies to adequately benefit from the capital and operational improvements resulting from the Company's investment. The targeted holding period shall be reviewed on a regular basis by the Company, but it is expected that this will typically be between two to four years. For public equities the Company's objective is to maximise capital appreciation. Following the acquisition, the Company will continue to conduct extensive research and monitoring of the investment. Importance will be placed on the timing of any disposal which will follow a thorough review of market conditions and those reports and sources that are available to investors. Should the Company consider that the capital appreciation of a particular public equity investment has reached its peak or is likely to or has begun to decline, then the Company will consider the sale of that investment.

 

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