TIDMTMT
RNS Number : 3746P
TMT Investments PLC
24 October 2012
24 October 2012
TMT INVESTMENTS PLC
("TMT" or the "Company")
Share Option Plan
The Board of TMT announces that the Company has approved a share
option Plan ("Plan") for directors, officers, employees of or
consultants to the Company and/or any company directly or
indirectly controlled by the Company.
Under the Plan, options over a total of 7,500,000 ordinary
shares in the Company, representing approximately 30% of the
current issued share capital (or 23% of the enlarged share capital
assuming full exercise of the options), will be available at an
exercise price determined by the Board or its remuneration
committee, which will not be less than the closing middle market
price for the Company's share on AIM on the date of grant as
published by or on behalf of the London Stock Exchange plc. Options
will vest on a daily basis over a period of 3 years whilst the
option holder remains eligible, and vested options can be exercised
on each anniversary of the grant, but if not exercised within 1
year from the allowable date of exercise, will lapse.
The current proposed allocation of options without performance
conditions is as follows:
Name Option Shares Option Price Option Price Option Price
Year 1 Year 2 Year 3
----------------------------- -------------- ------------- ------------- -------------
German Kaplun (Employee) 1,125,000 US$1.40 US$1.55 US$1.70
----------------------------- -------------- ------------- ------------- -------------
Alexander Morgulchik 1,125,000 US$1.40 US$1.55 US$1.70
(Employee)
----------------------------- -------------- ------------- ------------- -------------
Alexander Selegenev 1,125,000 US$1.40 US$1.55 US$1.70
(Director)
----------------------------- -------------- ------------- ------------- -------------
Artyom Inyutin (Employee) 1,125,000 US$1.40 US$1.55 US$1.70
----------------------------- -------------- ------------- ------------- -------------
Yuri Mostovoy (Director) 562,500 US$1.40 US$1.55 US$1.70
----------------------------- -------------- ------------- ------------- -------------
Alexander Pak (Employee) 300,000 US$1.40 US$1.55 US$1.70
----------------------------- -------------- ------------- ------------- -------------
Levan Kavtaradze (Employee) 150,000 US$1.40 US$1.55 US$1.70
----------------------------- -------------- ------------- ------------- -------------
Not issued - held
in reserve 1,987,500
----------------------------- -------------- ------------- ------------- -------------
TOTAL 7,500,000
----------------------------- -------------- ------------- ------------- -------------
If the option holder ceases to be eligible and is a bad leaver,
outstanding options will lapse. If the option holder ceases to be
eligible and is a good leaver, outstanding options can be exercised
for up to 1 year.
The Company's Admission Document included a statement that the
Company will rely on a small number of key individuals, in
particular its directors and (at the time) consultants, and
although at that time the Company did not have a share option
scheme in place, that it was the intention, post admission, for the
Board to adopt a share option scheme. The Board has determined that
the Plan is in the best interests of the Company in order to ensure
key individuals remain with the Company to incentivise them to
continue the Company's current and future operations and strategy
and maximise the return on investment to its shareholders, and to
incentivise and attract new key individuals in the future.
Shareholders representing over 73% of all shareholders not
eligible to participate in the Plan have confirmed to the Board
that they approve the terms of the Plan.
German Kaplun and Alexander Morgulchik together hold TMT shares
representing 16.7% of the Company's issued share capital, and the
grant of options to them under the Plan represents a related party
transaction under the AIM Rules. In addition, the grant of option
shares to Alexander Selegenev and Yuri Mostovoy, Directors of the
Company, represents a related party transaction under the AIM
Rules. Independent non-executive Directors of the Company James
Mullins and Petr Lanin, who are not eligible to participate in the
Plan, consider, having consulted the Company's Nominated Adviser
ZAI Corporate Finance Ltd., that the terms of the Plan are fair and
reasonable insofar as the Company's shareholders are concerned.
For further information contact:
TMT Investments Plc +44 1534 281 843
Mr. Alexander Selegenev alexander.selegenev@tmtinvestments.com
www.tmtinvestments.com
ZAI Corporate Finance Ltd.
NOMAD and Broker
Marc Cramsie/Irina Lomova +44 20 7060 2220
Kinlan Communications Tel. +44 20 7638 3435
David Hothersall davidh@kinlan.net
About TMT Investments
The Investment Policy & Strategy
The Company's objective is to generate an attractive rate of
return for Shareholders, predominantly through capital
appreciation, by taking advantage of opportunities to invest in the
TMT Sector. The Company aims to provide equity and equity-related
investment capital, such as convertible loans, to private companies
which are seeking capital for growth and development, consolidation
or acquisition, or as a pre-IPO financing.
In addition, the Company intends to invest in publicly traded
equities which have securities listed on a stock exchange or
over-the-counter market. These investments may be in combination
with additional debt or equity-related financing, and in
appropriate circumstances in collaboration with other value added
financial and/or strategic investors.
The Company is not geographically restricted in terms of where
it will consider making investments. It will consider any
geographical area, to the extent that the investment fits within
the Company's investment criteria. The Directors and Consultants
have expertise in emerging markets and, in particular, in Russia
and the Commonwealth of Independent States. The Company will not be
subject to any borrowing or leveraging limits.
Private Companies
The Company will target small and mid-sized companies and will
seek to secure at least blocking stakes and board representation,
where it considers that the Company and/or an investee company
would benefit from such an appointment. The Company will consider
making equity investments in lower than blocking stakes only where
it sees ways to increase the stakes to blocking or controlling
stakes at a later date. Each investment is expected to be at least
US$250,000.
The investments targeted by the Company will aim to support
rapidly-growing private companies to increase market share and
achieve long-term shareholder value. It is envisaged that if the
Company invested in a private company prior to that company listing
on a stock market, the Company would retain a part of its
investment in the listed entity going forward. The Company intends
to work closely with the management of each investee company to
create value by focusing on driving growth through revenue
creation, margin enhancement and extracting cost efficiencies, as
well as implementing appropriate capital structures to enhance
returns.
Public Companies
When investing in public equities, the Company will seek to
select companies with a dominant market share or strong growth
potential in their respective segments. No restrictions will be
placed on the size of public companies in which the Company may
make an investment. The Directors intend to make investments in
companies or businesses with attractive valuation, growth
potential, with competent and motivated management, which enjoy
brand recognition, have scalable business models, have strong
relationships with customers and have in place transparent
accounting policies.
Realisation of Returns
The Directors will, when appropriate, consider how best to
realise value for Shareholders whether through a trade sale,
flotation or secondary refinancing of the investee companies. The
proposed exit route will form a key consideration of the initial
investment analysis.
The Company expects to derive returns on investments principally
through long-term capital gains and/or the payment of dividends by
investees. The primary ways in which the Company expects to realise
these returns include: (a) the sale or merger of a company; (b) the
sale of securities of a company by means of public or private
offerings; and (c) the disposal of public equity investments
through the stock exchanges on which they are listed.
For private investee companies the Company believes that its
typical investment holding period should provide sufficient time
for investee companies to adequately benefit from the capital and
operational improvements resulting from the Company's investment.
The targeted holding period shall be reviewed on a regular basis by
the Company, but it is expected that this will typically be between
two to four years. For public equities the Company's objective is
to maximise capital appreciation. Following the acquisition, the
Company will continue to conduct extensive research and monitoring
of the investment. Importance will be placed on the timing of any
disposal which will follow a thorough review of market conditions
and those reports and sources that are available to investors.
Should the Company consider that the capital appreciation of a
particular public equity investment has reached its peak or is
likely to or has begun to decline, then the Company will consider
the sale of that investment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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