TIDMVCP
RNS Number : 3468K
Victoria PLC
10 April 2018
For Immediate Release 10 April 2018
Victoria PLC
('Victoria', the 'Company', or the 'Group')
Management Incentive Plan
The Board of Victoria PLC (LSE: VCP) the international
designers, manufacturers and distributors of innovative flooring,
is pleased to announce a new long-term management incentive plan
(the "Plan") in order to enable the Board to continue to
incentivise senior employees in a manner that is closely aligned
with the interests of the Company's shareholders.
The Plan involves the issue of up to 100,000 ordinary shares in
Victoria Midco Holdings Limited ("Midco"), a subsidiary of the
Company. Participants in the Plan will subscribe for these shares.
The initial award of shares this month (the "Incentive Shares")
represents only a proportion (approximately 72 per cent.) of the
total number of shares created, with the balance being reserved for
potential future awards to additional employees.
The Plan will operate for a five year period, with the value of
the Incentive Shares linked to cumulative Total Shareholder Return
("TSR") delivered each year above a hurdle, being the current
market capitalisation of the Company increased annually by 20% p.a.
on a compounding basis (i.e. within each annual period shareholders
have to receive a return of 20% before the participants benefit
from the Plan).
TSR is equal to the change in market capitalisation of the
Company plus dividends or return of capital to shareholders, if
any. If new shares in the Company are issued during the course of
the Plan, the total value at the issue price will be added to the
hurdle. Furthermore, if in any given annual period, the overall
change in TSR of the FTSE250 is negative, then the hurdle growth
for that period will be adjusted to this figure plus 20%. At each
measurement point, the market capitalisation hurdle is measured
with respect to the average share price of the Company over the
previous month.
If the growth in Victoria's TSR during an annual period exceeds
the hurdle, then a maximum of 14.34% of the excess TSR will add to
the value of the Incentive Shares. In subsequent periods,
additional value is only added if the level of excess TSR
increases. To further align the award to the interests of
shareholders, any value accrued by the Incentive Shares will move
in line with changes in the TSR until the next annual measurement
date when the growth in TSR will be measured again against the
hurdle (but without double-counting any upward movement). This will
have the effect of reducing the value of the Incentive Shares if
the Company's share price subsequently falls.
At the end of the Plan, the Incentive Shares can be exchanged
for new ordinary shares in Victoria, (at the then prevailing share
price averaged over the month prior to exchange). While the Company
has the ability to buy back Incentive Shares after 3 years (it is
not anticipated that this right will be exercised), participants
can only choose to exchange at the end of the full five-year period
of the Plan. Customary good and bad leaver provisions will
apply.
The participants will have no right to any payment of cash,
rather they will become shareholders in the Company. In this way,
the interests of the participants will be aligned with those of all
other shareholders.
Participants will be entitled to sell one third of those
Victoria shares immediately following exchange, or a higher amount
to meet any taxes that arise together with any outstanding
subscription price due to Midco on the Incentive Shares. 50 per
cent. of the remaining Victoria shares must be held for at least 6
months, and 50 per cent. for at least 12 months.
The Independent Directors consider the introduction of the Plan
to be in the best interests of the Company and Shareholders as a
whole and is designed to promote the success of the Company for the
benefit of those Shareholders.
Certain of the Company's directors are participating in the
Plan, as detailed below, along with members of the Group's senior
management team. The Board may extend participation in the Plan to
other members of the current or future senior management team.
Name Position Percentage of
issued Incentive
Shares (subject
to dilution)
----------------- ----------------------- ------------------
Philippe Hamers Group Chief Executive 16.09%
----------------- ----------------------- ------------------
Group Finance
Michael Scott Director 12.88%
----------------- ----------------------- ------------------
Geoff Wilding Executive Chairman 26.82%
----------------- ----------------------- ------------------
Geoff Wilding, Chairman of Victoria PLC, commented:
"Victoria does not pay generous base salaries, and management
throughout the Group are incentivised heavily on bonuses as a
critical part of their remuneration. However, this plan unusually
requires shareholders to receive a 20% per annum return before
management are rewarded. Shareholders can therefore take
considerable comfort that clearly we, as a management team, have a
high degree of confidence in delivering significant returns.
Furthermore, the plan runs for five years before it pays out, which
shows just how committed management are to the long-term success of
Victoria."
- Ends -
For more information contact:
Victoria PLC
Geoff Wilding, Executive Chairman
Philippe Hamers, Group Chief Executive +44 (0) 1562
Michael Scott, Group Finance Director 749 300
Cantor Fitzgerald Europe (Nominated Adviser and Broker)
Rick Thompson, Phil Davies, Will Goode
(Corporate Finance) +44 (0) 20 7894
Caspar Shand Kydd, Alex Pollen (Sales) 7000
+44 (0) 203 207
Berenberg (Joint Broker) 7800
Ben Wright, Mark Whitmore
(Corporate Broking)
Buchanan Communications (Financial PR) +44 (0) 20 7466
Charles Ryland, Madeleine Seacombe 5000
Notification and public disclosure of transactions by persons
discharging managerial responsibilities ("PDMRs") and persons
closely associated ("PCA") with them.
1 Details of the person discharging managerial
responsibilities / person closely associated
--- ----------------------------------------------------------
a) Name Philippe Hamers
Michael Scott
Geoff Wilding
--- --------------------- -----------------------------------
2 Reason for the notification
--- ----------------------------------------------------------
a) Position/status Group Chief Executive
Group Finance Director
Executive Chairman
--- --------------------- -----------------------------------
b) Initial notification Initial Notification
/ Amendment
--- --------------------- -----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- ----------------------------------------------------------
a) Name Victoria plc
--- --------------------- -----------------------------------
b) LEI 2138002K6ECECHVCQN25
--- --------------------- -----------------------------------
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 Ordinary shares in Victoria Midco
of the financial Holdings Limited
instrument,
type of instrument ISIN: N/A
Identification
code:
--- --------------------- -----------------------------------
b) Nature of Employee Share Scheme / Management
the transaction Incentive Plan
--- --------------------- -----------------------------------
c) Price(s) and Price Volume
volume(s) N/A N/A
--- --------------------- -----------------------------------
d) Aggregated Price(s) Aggregated
information volume
N/A N/A
--- --------------------- -----------------------------------
e) Date of the 9 April 2018
transaction
--- --------------------- -----------------------------------
f) Place of the Outside a trading venue
transaction
--- --------------------- -----------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGMGGDMLDGRZZ
(END) Dow Jones Newswires
April 10, 2018 02:01 ET (06:01 GMT)
Victoria (LSE:VCP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Victoria (LSE:VCP)
Historical Stock Chart
From Apr 2023 to Apr 2024