TIDMGHT
RNS Number : 1607X
Gresham Technologies PLC
22 November 2017
22 November 2017
Gresham Technologies plc
Proposal to establish a Deferred Share Bonus Plan and Notice of
General Meeting
Gresham Technologies plc (LSE: "GHT", "Gresham" or the
"Company"), the leading software and services company that
specialises in providing real-time transaction control and
enterprise data integrity solutions, today announces that it is
proposing to establish a new all staff long-term incentive scheme
in order to enable the Board to continue to incentivise employees
of the Company.
Background to the Deferred Share Bonus Plan
The Company currently has three Existing Share Plans which were
first adopted in December 2010 and then amended in May 2012 and
again in February 2015. As at the date of this document, the
Directors only have remaining authority under the Existing Share
Plans to grant share options in respect of up to a further 420,347
new Ordinary Shares, representing approximately 0.6 per cent. of
the current issued share capital of the Company. Consequently, the
Board has very limited ability to grant further share options and
therefore is seeking approval to adopt the Deferred Share Bonus
Plan.
The Board believes it is important to incentivise employees of
the Company by way of equity-based variable remuneration in order
to attract and retain high calibre staff, to help the Company
deliver its ongoing strategic aims and to more closely align
incentivisation arrangements to the longer-term interests of
Shareholders.
Deferred Share Bonus Plan
The Deferred Share Bonus Plan will operate in conjunction with
the annual cash bonus scheme currently operated by the Gresham
Group. A percentage of each participating employee's net annual
bonus entitlement will continue to be paid in cash with the
remaining amount of the bonus being paid to the Trustee of a newly
established employee benefit trust which will have been constituted
to acquire existing issued Ordinary Shares and facilitate the
Deferred Share Bonus Plan. These bonus-related shares will be
beneficially owned by each participant but held by the Trustee as
its nominee.
At the same time, a corresponding matching award will be made by
the Company, entitling the participant to receive, at nil cost, an
entitlement to further Ordinary Shares. These awards will vest
subject to the following conditions:
-- The related bonus shares being retained for a specified period;
-- Any relevant performance targets being met; and
-- The participant remaining in employment with the Gresham
Group until the end of the specified retention period.
Due to the establishment of the employee benefit trust, which
will acquire existing issued Ordinary Shares, the Deferred Share
Bonus Plan will be non-dilutive to existing Shareholders above the
levels permitted by the Investment Association's remuneration
guidelines. The initial trustee of the employee benefit trust,
which will be appointed in due course, will be a professional
trustee company engaged for this purpose and will be independent of
the Company and the Directors.
The Directors consider the introduction of the Deferred Share
Bonus Plan to be in the best interests of the Company and
Shareholders as a whole and is most likely to promote the success
of the Company for the benefit of those Shareholders. The executive
Directors will not participate in the Deferred Share Bonus Plan
unless and until Shareholders approve a corresponding update to the
directors' remuneration policy, which is intended to be proposed at
the annual general meeting to be held in 2018.
Circular and Notice of General Meeting
A circular will today be posted to Shareholders by the Company
that will contain details on the new Deferred Share Bonus Plan (the
"Circular"). The Directors are seeking approval of the Deferred
Share Bonus Plan at a General Meeting to be held at the offices of
N+1 Singer Capital Markets Limited of One Bartholomew Lane, London,
EC2N 2AX, at 2.00 p.m. on 11 December 2017. Copies of the draft
Rules of the Gresham Technologies plc Deferred Share Bonus Plan
will be available for inspection during normal business hours on
any weekday (Saturdays and public holidays excepted) at the
registered office of the Company from the day of the publication of
the Notice of General Meeting and Circular up to and including the
date of the General Meeting, and also at the place of the meeting
for fifteen minutes prior to and during such meeting.
A Proxy Form for use at the General Meeting has also been sent
to Shareholders. Whether or not Shareholders intend to be present
at the meeting, Shareholders are requested to complete, sign and
return the Proxy Form in accordance with the instructions printed
on it to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA or,
alternatively, electronically as an attachment to an authenticated
e-mail (as referred to in note (13) to the Notice of General
Meeting) sent to proxy.votes@equiniti.com as soon as possible but,
in any event, so as to be received by no later than 2.00 p.m. on 9
December 2017.
Copies of the Circular will be available, for inspection, from
the date of the publication of the Circular at the National Storage
Mechanism (http://www.morningstar.co.uk/uk/NSM).
The completion and return of a Proxy Form will not prevent
Shareholders from attending the General Meeting and voting in
person if they wish to do so.
Capitalised terms used but not defined in this announcement
shall have the meanings given to such terms in the Circular.
Enquiries
+44 (0) 207 653
Gresham Technologies plc 0200
Ian Manocha
Rob Grubb
+44 (0) 207 496
N+1 Singer (Joint Broker) 3000
Shaun Dobson
Lauren Kettle
Cantor Fitzgerald Europe (Joint +44 (0) 207 894
Broker) 7000
Marc Milmo
Catherine Leftley
Callum Butterfield
Note to editors
Gresham's award-winning Clareti software platform has been
designed to provide financial institutions with complete certainty
in their data processing. Clareti is a highly flexible and fully
scalable platform for assuring enterprise data integrity and is
designed to address today's most challenging financial control,
internal risk management, data governance and regulatory compliance
problems. Gresham's portfolio of applications based on the Clareti
platform, including Clareti Transaction Control (CTC), Clareti
Accounts Receivable Management (Clareti ARM), Clareti Loan Control
(CLC) and Clareti 24 Integration Objects (C24 IO), provide
innovative industry specific solutions for real-time data
management.
Gresham Technologies plc is a leading software and services
company that specialises in providing real-time transaction control
and enterprise data integrity solutions. Listed on the main market
of the London Stock Exchange (GHT.L) and headquartered in the City
of London, customers include some of the world's largest financial
institutions, all of whom are served locally from offices located
in Europe, North America and Asia Pacific.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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November 22, 2017 02:01 ET (07:01 GMT)
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