Gresham House PLC Approved Share Incentive Arrangements (8234Q)
September 15 2017 - 2:00AM
UK Regulatory
TIDMGHE
RNS Number : 8234Q
Gresham House PLC
15 September 2017
15 September 2017
Gresham House plc ("Gresham House" or the "Company")
(AIM:GHE)
Approved Share Incentive Arrangements
At the Annual General Meeting on 18 May 2017, shareholders
approved the long-term incentive plan ("LTIP") awards. Gresham
House Holdings Limited ("GHHL"), has issued a total of 208 B
Ordinary Shares to two persons discharging managerial
responsibility in connection with the LTIP. The B Ordinary Shares
only have value when shareholder value has been created above the
hurdles noted below.
Enquiries:
Gresham House plc
Kevin Acton +44 (0) 20 3837
John-Paul Preston 6270
Liberum Capital Ltd
Neil Elliot
Jill Li +44 (0)20 3100 2000
Montfort Communications greshamhouse@montfort.london
Rory King +44 (0)203 770 7906
Supplementary information
The B Ordinary Shares in GHHL were issued to members of the
management team for no cash consideration on 14 September 2017.
The table below shows the number of B Ordinary Shares issued to
each person discharging managerial responsibility:
Name Position Total number of B Ordinary
Shares awarded
Kevin Acton Finance Director 104
Chief Operating
John-Paul Preston Officer 104
Total 208
The rights attaching to the B Ordinary Shares provide the
holders with value that is linked to the market capitalisation of
Gresham House.
Subject to satisfying the conditions set out below, the B
Ordinary Shareholders shall, in aggregate, be entitled to up to
2.88% of the shareholder value which, for the purposes of the plan,
is:
- the market capitalisation of the Company as at the date of the
exercise of the put option (described in further detail below),
together with the aggregate value of any distribution and returns
of capital to Shareholders from the date on which the B Ordinary
Shares are issued to them (the "Date of Award") to the date of the
exercise of the Put Option; less
- the market capitalisation of the Company on the date before
the relevant Date of Award, plus the aggregate subscription price
of all shares issued by Gresham House (excluding any shares issued
in exchange for A Ordinary Shares or B Ordinary Shares) from the
Date of Award to the date of the exercise of the Put Option.
B Ordinary Shareholders may sell their B Ordinary Shares to
Gresham House by exercising a put option at any time between the
second anniversary from their Date of Award and 31 December 2023,
provided that the following conditions have been met:
- If the market capitalisation of Gresham House has reached or
exceeded a value equivalent to 7% pa compound growth from the Date
of Award to any time after the Second Anniversary of the relevant
Date of Award (the "Hurdle Condition"), and the growth in the
market capitalisation of Gresham House has been at least equal to
the growth in the FTSE All Share Index (as measured from the Date
of Award to the date of exercise of the put option, the
"Performance Condition"), B Ordinary Shareholders may sell their B
Ordinary Shares and receive their pro rata share of the shareholder
value on the date that the put option is exercised;
- If the Hurdle Condition has been met, but the Performance
Condition has not been met, B Ordinary Shareholders may sell their
B Ordinary Shares and receive their pro rata share of 50% of the
shareholder value on the date that the put option is exercised;
- If both the Hurdle Conditions and the Performance Condition
have not been met or in the event that the Performance Condition
has been met but the Hurdle Condition has not been met, the B
Ordinary Shares will become worthless deferred shares or be bought
back by Gresham House for no consideration.
The B Ordinary Shares also contain customary good leaver and bad
leaver provisions as well as drag along and tag along rights that
apply on a sale of GHHL or a takeover of Gresham House.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial
responsibilities/person closely associated
--- -------------------------------------------------------------------
a) Name Kevin Acton
--- ------------------------- ----------------------------------------
2 Reason for the notification
--- -------------------------------------------------------------------
a) Position/status Finance Director
--- ------------------------- ----------------------------------------
b) Initial Initial Notification
notification/
Amendment
--- ------------------------- ----------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
--- -------------------------------------------------------------------
a) Name Gresham House Holdings Limited
--- ------------------------- ----------------------------------------
b) LEI N/A
--- ------------------------- ----------------------------------------
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 B Ordinary Shares in Gresham
of the House Holdings Limited (a wholly
financial owned subsidiary of Gresham
instrument, House plc), the value of which
type of is linked to the value of the
instrument ordinary shares in Gresham
House plc.
Identification
code IDENTIFICATION CODE FOR GRESHAM
HOUSE PLC ORDINARY SHARES GB0003887278
--- ------------------------- ----------------------------------------
b) Nature Employee Shareholder Scheme
of the
transaction
--- ------------------------- ----------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) --------- ----------
139.4p 104
--------- ----------
--- ------------------------- ----------------------------------------
d) Aggregated
information
* Aggregated volume N/A
* Price
--- ------------------------- ----------------------------------------
e) Date of 14 September 2017
the transaction
--- ------------------------- ----------------------------------------
f) Place London Stock Exchange, AIM
of the
transaction
--- ------------------------- ----------------------------------------
1 Details of the person discharging managerial
responsibilities/person closely associated
--- -------------------------------------------------------------------
a) Name John-Paul Preston
--- ------------------------- ----------------------------------------
2 Reason for the notification
--- -------------------------------------------------------------------
a) Position/status Chief Operating Officer
--- ------------------------- ----------------------------------------
b) Initial Initial Notification
notification/
Amendment
--- ------------------------- ----------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
--- -------------------------------------------------------------------
a) Name Gresham House Holdings Limited
--- ------------------------- ----------------------------------------
b) LEI N/A
--- ------------------------- ----------------------------------------
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 B Ordinary Shares in Gresham
of the House Holdings Limited (a wholly
financial owned subsidiary of Gresham
instrument, House plc), the value of which
type of is linked to the value of the
instrument ordinary shares in Gresham
House plc.
Identification
code IDENTIFICATION CODE FOR GRESHAM
HOUSE PLC ORDINARY SHARES GB0003887278
--- ------------------------- ----------------------------------------
b) Nature Employee Shareholder Scheme
of the
transaction
--- ------------------------- ----------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) --------- ----------
139.4p 104
--------- ----------
--- ------------------------- ----------------------------------------
d) Aggregated
information
* Aggregated volume N/A
* Price
--- ------------------------- ----------------------------------------
e) Date of 14 September 2017
the transaction
--- ------------------------- ----------------------------------------
f) Place London Stock Exchange, AIM
of the
transaction
--- ------------------------- ----------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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