Shareholder Loan and Amendment of Bonus Plan

RNS Number : 3884G

TMT Investments PLC

25 November 2020

 

25 November 2020

TMT INVESTMENTS Plc

("TMT" or the "Company")

Shareholder loan

and

Extension and amendment of the Bonus Plan

TMT Investments Plc (AIM: TMT.L), the venture capital company investing in high-growth technology companies, announces the following corporate developments.

Zero-interest shareholder loan

As announced on 12 November 2020, following the agreed disposal of the Company's equity interest in Pipedrive Inc., TMT expects the receipt of approximately US$41 million (the "Consideration") by the end of 2020.

TMT notes that the size of the Company's current pipeline of new proposed investments which, if approved by TMT's formal investment committee, may be ready to close prior to TMT's receipt of the Consideration, exceeds the size of the Company's current cash reserves.

As the Company does not want to slow down its investing activities and potentially miss attractive investment opportunities, the Company has entered into a loan agreement with Macmillan Trading Company Limited ("Macmillan"), for a loan of up to US$5.0 million (the "Loan").  The Loan, which is unsecured and incurs no interest or other fees and is repayable any time before 31 December 2021, will allow the Company to continue to make investments prior to the Consideration being received.

Macmillan is owned by German Kaplun, Artemii Iniutin and Alexander Morgulchik, who are all part of the Company's senior management team.  Mr Kaplun and Mr Morgulchik are also substantial shareholders, as defined in the AIM Rules for Companies ("AIM Rules"), in the Company ("Substantial Shareholders") and hence are deemed to be related parties pursuant to the AIM Rules.  Accordingly, the Loan represents a related party transaction under Rule 13 of the AIM Rules.  The Directors consider, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, that the terms of the Loan are fair and reasonable insofar as the Company's shareholders are concerned.

Extension of and amendments to the Bonus Plan

As announced on 2 December 2015, with effect from 1 July 2015, the Company adopted a bonus plan for certain of the Directors, officers, employees of and/or consultants to the Company and/or any company directly or indirectly controlled by the Company, the rationale for such bonus plan being to attract new, and incentivise existing Directors, consultants and employees ("Plan").

Under the Plan, subject to achieving the hurdle rate, being equal to a 10% annual increase in the Company's NAV from the value as of 30 June 2015 of US$41.9 million, participants in the Plan receive an allocated proportion ("Award") of an annual cash bonus pool equal to 7.5% of the net increase in the Company's NAV, adjusted for, inter alia, dividends, issue of new shares, share buy-backs, above the previous high watermark, being the Company's highest adjusted NAV prior to the start of the relevant bonus period (the "Net Increase") (the "Bonus Pool").  In 2018, the Company extended the Plan for another three years, until 30 June 2021.  The Company's current Plan is due to expire on 30 June 2021.

The Board has decided to amend the Plan in order to simplify its administration by bringing the Bonus Pool into line with the Company's financial year end of 31 December and accordingly, the "bonus year-end date" has been amended from 30 June to 31 December.

In addition, the Board believes that given the increase in the size of the Company and its team since the Plan was first introduced in 2015, the team's consistent outperformance in growing the Company's NAV and to bring it more in line with typical structures within the venture capital sector in which TMT operates, the quantum of the Bonus Pool should be increased from 7.5% to 10% of the Net Increase in the Company's adjusted NAV, starting from 1 January 2021.

Accordingly, the Board has approved the extension of the Company's existing Plan until 31 December 2024, subject to the following material amendments:

· The Company's current bonus year (which was due to end on 30 June 2021) will now run from 1 July 2020 to 31 December 2020;

· The Company's bonus year will then run from 1 January through to 31 December for each of 2021, 2022, 2023 and 2024; and

· From 1 January 2021, the annual Bonus Pool will be increased from 7.5% to 10% of the Net Increase in the Company's adjusted NAV.

The minimum initial Award allocation of the Bonus Pool among the predetermined participants of the Plan are also being amended as follows, which will be effective from 1 July 2020:

	% allocation of Bonus Pool
Name	Previous	New
Artemii Iniutin (Employee)	18.25%	16.50%
German Kaplun (Employee)	18.25%	16.50%
Alexander Morgulchik (Employee)	18.25%	16.50%
Alexander Selegenev (Director)	18.25%	16.50%
Yuri Mostovoy (Director)	5.00%	5.00%
Alexander Pak (Employee)	10.00%	10.00%
Levan Kavtaradze (Employee)	6.50%	8.00%
To be allocated	5.50%	11.00%
Total	100.00%	100.00%

The beneficiaries of the Plan include Alexander Selegenev and Yuri Mostovoy who are Directors of the Company, and German Kaplun and Alexander Morgulchik who are Substantial Shareholders and hence they are deemed to be related parties pursuant to the AIM Rules.  Accordingly, the extension to and amendment of the Plan represents a related party transaction under Rule 13 of the AIM Rules.  The independent Directors, being James Mullins and Petr Lanin , consider, having consulted with the Company's Nominated Adviser Strand Hanson Limited, that the revised terms regarding the amendment and extension of the Plan are fair and reasonable insofar as the Company's shareholders are concerned.

This announcement is inside information for the purposes of Article 7 of EU Regulation 596/2014.

TMT Investments Plc Alexander Selegenev Executive Director www.tmtinvestments.com	[phone] (Computershare - Company Secretary) [e-mail]
Strand Hanson Limited (Nominated Adviser) Richard Tulloch / James Bellman	[phone]
Hybridan LLP (Broker) Claire Louise Noyce	[phone]
Kinlan Communications David Hothersall	[phone] [e-mail]

About TMT Investments Plc

TMT Investments Plc invests in high-growth technology companies across a number of core specialist sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has invested in over 60 companies to date and has net assets of US$101m as of 30 June 2020.  The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation.  The Company is traded on the AIM market of the London Stock Exchange.

www.tmtinvestments.com

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