Replacement and grant of share options

RNS Number : 6140E
TP Group PLC
09 May 2017

Replacement and grant of share options

TP Group (AIM: TPG), the specialist services and engineering group, announces a number of measures relating to share options following a review of executive incentives conducted by the Company's Remuneration Committee  in consultation with its major shareholders.

All share options held by Phil Cartmell and Simon Kings were cancelled on 9 May 2017 (the "Cancelled Options") and new share options, as detailed below, were granted to them and Derren Stroud on the same date (the "New Options"). In addition, share options have been granted to a number of key senior managers within the business. The Remuneration Committee has taken these steps in order to retain key individuals and to incentivise the Group's leadership to drive increased shareholder value.

Cancelled Options

 Director

Number of options

Exercise price

Lapse date





Phil Cartmell

3,000,000

15p

9 December 2020


4,000,000

10p

9 April 2024


2,300,000

10p

21 May 2025





Simon Kings

250,000

10p

5 October 2024


New Options

The New Options are exercisable at a price of 7p (representing the closing mid-market price of an ordinary share on 8 May 2017) are split into three tranches, and are subject to the following conditions:

  • Each tranche will vest evenly over three years
  • Each tranche is subject to performance criteria as follows:
  • Tranche 1 being that Company's share price is no less than 9.1p for 20 consecutive dealing days on or before the 3rd anniversary of the date of grant.
  • Tranche 2 will vest if Company's share price is no less than 10.5p for 20 consecutive dealing days between the 1st and  4th anniversary of  the date of grant
  • Tranche 3 will vest if Company's share price is no less than 12.1p for 20 consecutive dealing days between the 2nd and 5th anniversary of the date of grant.

The Remuneration Committee has sole discretion in determining whether the performance criteria thresholds have been met and, in doing so, has the discretion to add to the share price (averaged over the 20 dealing days described above) the amount of any dividends paid over the relevant period. If unexercised, all of the New Options will lapse on 9 May 2027. 

New Options

  Director

Option tranche

Date of vesting

Number of options

Performance criteria price






Phil Cartmell

Tranche 1

9 May 2018

4,224,647

9.1p


Tranche 1

9 May 2019

4,224,647

9.1p


Tranche 1

9 May 2020

4,224,648

9.1p


Tranche 2

9 May 2019

2,112,323

10.5p


Tranche 2

9 May 2020

2,112,324

10.5p


Tranche 2

9 May 2021

2,112,324

10.5p


Tranche 3

9 May 2020

1,056,161

12.1p


Tranche 3

9 May 2021

1,056,162

12.1p


Tranche 3

9 May 2022

1,056,162

12.1p






Total



22,179,398







Derren Stroud

Tranche 1

9 May 2018

1,901,091

9.1p


Tranche 1

9 May 2019

1,901,091

9.1p


Tranche 1

9 May 2020

1,901,092

9.1p


Tranche 2

9 May 2019

950,545

10.5p


Tranche 2

9 May 2020

950,546

10.5p


Tranche 2

9 May 2021

950,546

10.5p


Tranche 3

9 May 2020

475,272

12.1p


Tranche 3

9 May 2021

475,273

12.1p


Tranche 3

9 May 2022

475,273

12.1p






Total



9,980,729


 

Simon Kings

Tranche 1

9 May 2018

1,901,091

9.1p


Tranche 1

9 May 2019

1,901,091

9.1p


Tranche 1

9 May 2020

1,901,092

9.1p


Tranche 2

9 May 2019

950,545

10.5p


Tranche 2

9 May 2020

950,546

10.5p


Tranche 2

9 May 2021

950,546

10.5p


Tranche 3

9 May 2020

475,272

12.1p


Tranche 3

9 May 2021

475,273

12.1p


Tranche 3

9 May 2022

475,273

12.1p






Total



9,980,729


 

Following the share option cancellations and new option grants outlined above, new option grants to key senior management and including existing options, the total number of ordinary shares under option is 53,611,735, which represents approximately 12.7 per cent. of the Company's existing issued share capital.

Further information is provided below in accordance with Article 19 of the Market Abuse Regulation.

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

Name

Phil Cartmell

2

Reason for the notification

a)

Position/status

Chief Executive Officer

b)

Initial notification /Amendment

Initial

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

TP Group plc

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 of the financial instrument, type of instrument

Identification code

Options over ordinary shares of 1p each

 

ISIN: GB0030591514

b)

Nature of the transaction

Grant of options

c)

 

Price(s) and volume(s)

 

 

Price(s)

 

Volume(s)

Exercise price of 7p per share

 

22,179,398

 

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

 

N/A - single transaction

 

 

e)

Date of the transaction

9 May 2017

f)

Place of the transaction

Outside a trading venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Derren Stroud

2

Reason for the notification

a)

Position/status

Chief Financial Officer

b)

Initial notification /Amendment

Initial

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

TP Group plc

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 of the financial instrument, type of instrument

 

Identification code

 

 

Options over ordinary shares of 1p each

 

 

ISIN: GB0030591514

 

b)

Nature of the transaction

Grant of options

c)

 

Price(s) and volume(s)

 

 

Price(s)

 

Volume(s)

Exercise price of 7p per share

 

9,980,729

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

 

N/A - single transaction

 

 

 

e)

Date of the transaction

9 May 2017

f)

Place of the transaction

Outside a trading venue

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Simon Kings

2

Reason for the notification

a)

Position/status

Executive Director

b)

Initial notification /Amendment

Initial

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

TP Group plc

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 of the financial instrument, type of instrument

 

Identification code

 

 

Options over ordinary shares of 1p each

 

 

ISIN: GB0030591514

 

b)

Nature of the transaction

Grant of options

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

Exercise price of 7p per share

 

9,980,729

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

 

 

 

N/A - single transaction

 

 

 

e)

Date of the transaction

9 May 2017

f)

Place of the transaction

Outside a trading venue