Update on Company Share Incentive Schemes

Saietta Group PLC

11 August 2023

 

11 August 2023

Saietta Group Plc

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

Update on Company Share Incentive Schemes

Saietta Group Plc ("Saietta" and the "Company") (AIM: SED), the AIM-listed multi-national business which designs, engineers and manufactures complete electric drivetrain (eDrive) systems for electric vehicles, today announces the grant of new options, and cancellation of existing options, in order to appropriately incentivise key employees in the Company's next stages of growth.

On 29 June 2021, the Board of Directors of Saietta adopted the Saietta Group plc Long Term Incentive Plan 2021 (the "LTIP") and granted options to certain employees. Save for an award to Tony Gott, as announced in August 2022, no awards to key employees have been made under the LTIP since the initial tranche of awards were granted in 2021.

Saietta's Remuneration Committee (the "Remuneration Committee") has determined that awards under the LTIP should be made available to a wider pool of key employees who have joined the business after 29 June 2021.

The Remuneration Committee also believe that the performance conditions attaching to the options granted in 2021 have not been met and are unlikely to be and are therefore failing to provide a long term incentive to retain key senior team members which the Company believes is of paramount importance to deliver long term shareholder value. Accordingly, certain options granted in 2021 are to be surrendered and replaced by a new tranche of options with updated performance criteria.

The following actions have been taken today:

1.           new awards under the LTIP have been granted ("2023 Awards") to key employees who have joined the Company since June 2021 for an aggregate of up to 1,600,000 ordinary shares of £0.0011 each ("Ordinary Shares");

2.           awards granted in 2021 under the LTIP, to acquire in aggregate up to 1,130,000 Ordinary Shares, have been surrendered and replaced by 2023 Awards with updated performance criteria, over in aggregate 1,850,000 Ordinary Shares; and

3.           the rules of the LTIP have been amended to, among other things, alter the existing leaver provisions. Under the amended rules of the LTIP, awards may only be retained and exercised in certain "good leaver" scenarios when the performance conditions attaching to the relevant award have been satisfied and any holding period has expired.

The awards granted in 2021 that have been surrendered, and the 2023 Awards granted to PDMRs are detailed in the table below:

Name	Position	Number of Ordinary Shares under surrendered 2021 awards	Number of Ordinary Shares subject to 2023 Awards	Exercise Price of the 2023 Awards
Steven Harrison	Chief Financial Officer	600,000	600,000	£0.01
Graham Lenden	Chief of Staff	250,000	400,000	£0.01
Christopher Lines	Head of R&D	250,000	300,000	£0.01

The 2023 Awards will vest and be capable of exercise in two tranches upon the satisfaction of certain performance conditions to be tested on 31 March 2024 and 31 March 2025. Upon vesting, 50% of the vested Ordinary Shares under the 2023 Awards shall be subject to a 12 month holding period and the other 50% of the vested Ordinary Shares shall be subject to a 24 month holding period. Except in certain circumstances as set out in the rules of the LTIP, the 2023 Awards may only be exercised after the expiration of the relevant holding periods.

In the event of a change of control, the 2023 Awards shall be exercisable to the extent vested upon prior satisfaction of the relevant performance conditions provided that, if the price per share paid in connection with such change of control exceeds the share price target set out in the 2023 Award agreements, the awards shall be capable of exercise in full.

Company Share Option Plan

Saietta also announces that a Company Share Option Plan was adopted on 31 May 2023 for the purpose of granting tax-advantaged options to Saietta's wider workforce over a total of 320,019 Shares (the "CSOP Options"), and which is currently spread between 84 employees (average of 3,810 per employee). The Remuneration Committee does not intend to grant CSOP Options to employees that have been granted LTIP instead. No CSOP Options have been granted to PDMRs.

The vesting period of the CSOP Options is three years from the date of grant. Except in the event of a change of control of Saietta and in certain 'good leaver' scenarios, no CSOP Options may be exercised prior to the expiry of the vesting period. Ordinary Shares acquired on exercise of the CSOP Options shall be subject to a holding period of six months, during which time they cannot be sold, except in certain circumstances including, but not limited to, the sale of Ordinary Shares to cover the exercise price payable upon exercise of the CSOP Options. No performance conditions attach to the exercise of the CSOP Options.

The total number of Ordinary Shares that may be acquired pursuant to awards and options which have been granted under the LTIP and CSOP to date is 6,490,019, representing approximately 6.31% of Saietta's current issued share capital. The aggregate number of Ordinary Shares that may be used to satisfy all options granted under the LTIP and the CSOP will not exceed 10% of the issued share capital of Saietta.

Variation of options held by Tony Gott

As noted above, it was announced on 4 August 2022 that, as part of Tony Gott's move to Executive Chairman, he received options over 3,000,000 Ordinary Shares under the LTIP.

As noted in the Company's announcement on 18 April 2023, given Mr Gott's further appointment as Interim CEO, the Remuneration Committee agreed to put in place an incentive policy that was fully aligned with his short-term objectives as the Interim CEO. Accordingly, in respect of options granted to Tony Gott on 4 August 2022, the period during which the performance conditions must be satisfied has been reduced for options over 2,000,000 Ordinary Shares, and will now end on 1 April 2024 as opposed to 31 March 2025.

Devyani Vaishampayan, Independent Non-Executive Director and Chair of the Remuneration Committee commented:

"As a growth focused business, we are pleased we can recognise the commitment of our skilled and valuable employees through a longer-term employee proposition. Having the highest calibre employees and having them appropriately incentivised is absolutely fundamental in maximising shareholder value in our very competitive industry".

Saietta Group Anthony (Tony) Gott, Executive Chairman & Interim CEO Steven Harrison, Chief Financial Officer	via FTI
Canaccord Genuity (Nomad and Broker) Henry Fitzgerald-O'Connor / Harry Pardoe	0207 523 8000
FTI Consulting (Financial PR advisor) Ben Brewerton / Dhruv Soni	Tel: [phone] [e-mail]

About Saietta

Listed on the London Stock Exchange's AIM, Saietta is a multi-national business which designs, engineers and manufactures complete electric drive (eDrive) solutions for use in lightweight vehicles including scooters, motorbikes, rickshaws and urban delivery vehicles.

Saietta's breakthrough electric motor technologies include proprietary AFT (Axial Flux Technology) and RFT (Radial Flux Technology) which can be combined with in-house power electronics, powertrain controls, mechanical axles, and transmissions.

Developing tailored electric powertrain solutions to deliver competitive advantage, Saietta's turnkey engineering services are designed to fast-track electric vehicle development from concept to start of production. For more information, visit https://www.saietta.com/

1	Details of the person discharging managerial responsibilities
a)	Name	Steven Harrison
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Saietta Group PLC
b)	LEI	213800OOUPLXQIFOO462
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	Ordinary shares of £0.0011 each
b)	Identification code of the Financial Instrument	GB00BNDM6X87
c)	Nature of the transaction	Surrender of Options and reissue of new Options
d)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 per Ordinary Share (exercise price) Options over 600,000 Ordinary Shares Cancelled £0.01 per Ordinary Share (exercise price) Options over 600,000 Ordinary Shares granted
e)	Aggregated information:  volume, Price	Not applicable - single transaction
f)	Date of the transaction	10 August 2023
g)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities
a)	Name	Graham Lenden
2	Reason for the notification
a)	Position/status	Chief of Staff
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Saietta Group PLC
b)	LEI	213800OOUPLXQIFOO462
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	Ordinary shares of £0.0011 each
b)	Identification code of the Financial Instrument	GB00BNDM6X87
c)	Nature of the transaction	Surrender of Options and reissue of new Options
d)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 per Ordinary Share (exercise price) Options over 250,000 Ordinary Shares Cancelled £0.01 per Ordinary Share (exercise price) Options over 400,000 Ordinary Shares granted
e)	Aggregated information:  volume, Price	Not applicable - single transaction
f)	Date of the transaction	10 August 2023
g)	Place of the transaction	London Stock Exchange (XLON)

1	Details of the person discharging managerial responsibilities
a)	Name	Christopher Lines
2	Reason for the notification
a)	Position/status	Head of R&D
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Saietta Group PLC
b)	LEI	213800OOUPLXQIFOO462
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	Ordinary shares of £0.0011 each
b)	Identification code of the Financial Instrument	GB00BNDM6X87
c)	Nature of the transaction	Surrender of Options and reissue of new Options
d)	Price(s) and volume(s)	Price(s) Volume(s) £0.01 per Ordinary Share (exercise price) Options over 250,000 Ordinary Shares Cancelled £0.01 per Ordinary Share (exercise price) Options over 300,000 Ordinary Shares granted
e)	Aggregated information:  volume, Price	Not applicable - single transaction
f)	Date of the transaction	10 August 2023
g)	Place of the transaction	London Stock Exchange (XLON)

 

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