TIDMSPA
RNS Number : 5877E
1Spatial Plc
09 November 2020
9 November 2020
1SPATIAL PLC
("1Spatial", the "Company" or the "Group")
Employee Share Awards and PDMR Dealings
1Spatial, (AIM: SPA), a global leader in Location Master Data
Management (LMDM) software and solutions, is pleased to announce
that it has made new annual awards ("New Awards") under its
Employee Share Plan ("Plan") and revised the performance targets
applying to certain awards made in 2018 ("Revised Awards").
New Awards
On 6 November 2020, the Company granted awards to acquire
ordinary shares of 10p each in the Company ("Ordinary Shares") to
certain directors and employees of the Company and its subsidiaries
pursuant to the Plan as detailed further below.
LTIP Awards
LTIP awards (consisting of either a contingent right or a
nil-cost option to acquire Ordinary Shares for no consideration)
have been granted over 1,980,000 Ordinary Shares in total ("LTIP
Awards"). Such awards were granted to certain employees, members of
the senior management team and to the following directors/PDMRs of
the Company:
Director/PDMR No. of LTIP Awards
Claire Milverton (Chief Executive Officer) 650,000
Andrew Fabian (Chief Financial Officer) 330,000
These new LTIP Awards vest subject to the achievement of the
following performance targets:
-- 25 per cent. of the shares vest subject to the achievement of
a revenue target for the year ending 31 January 2024 ("2024
Revenue"). 50 per cent. of the shares subject to this target vest
if the 2024 Revenue exceeds GBP30m, 75 per cent. if the 2024
Revenue exceeds GBP32m and 100 per cent. if the 2024 Revenue
exceeds GBP34m.
-- 25 per cent. of the shares vest subject to the achievement of
an EBITDA target for the year ending 31 January 2024 ("2024
EBITDA"). 50 per cent. of the shares subject to this target vest if
the 2024 EBITDA exceeds GBP5.5m, 75 per cent. if the 2024 EBITDA
exceeds GBP6m and 100 per cent. if the 2024 EBITDA exceeds
GBP7m.
-- 50 per cent. of the shares vest subject to the achievement of
a share price target which will be calculated based on the average
closing mid-price for the 20 trading days following the Company's
Annual General Meeting in 2024 ("2024 Share Price"). 50 per cent.
of the shares subject to this target vest if the 2024 Share Price
exceeds GBP0.50, 75 per cent. if the 2024 Share Price exceeds
GBP0.60 and 100 per cent. if the 2024 Share Price exceeds
GBP0.80.
Following vesting, the LTIP Awards will be subject to an
additional one-year holding period (before the award can be
exercised or the shares otherwise be released).
In the event of a takeover of the Company completing, either by
way of a contractual takeover offer becoming wholly unconditional
or a scheme of arrangement becoming effective, the LTIP Awards
would vest in full, provided that the award holder continues to be
an employee at that time.
Option Awards
Market-priced options (consisting of a right to acquire Ordinary
Shares at an exercise price of GBP0.265 per share, being the
closing middle market price on 6 November 2020) have been granted
over 2,442,000 Ordinary Shares in total ("Option Awards"). Such
Option Awards were granted to certain employees, members of the
senior management team and to the following directors/ PDMRs of the
Company:
Director/PDMR No. of Options
Claire Milverton (Chief Executive Officer) 25,000
Andrew Fabian (Chief Financial Officer) 25,000
It is proposed that the Option Awards will vest as to 25 per
cent. of the shares subject to the option on the second anniversary
of the date of grant, as to a further 25 per cent. of the shares on
the third anniversary of the date of grant and as to the balance on
the fourth anniversary of the date of grant. Option Awards granted
to employees outside of the UK may, in order to comply with local
tax rules, vest in two tranches on the third and fourth
anniversaries of the date of grant (50 per cent. and 50 per cent.
respectively).
In the event of a takeover of the Company completing, either by
way of a contractual takeover offer becoming wholly unconditional
or a scheme of arrangement becoming effective, the Option Awards
would vest in full provided that the award holder continues to be
an employee at that time.
Revised Awards
On 5 September 2018, the Company announced that LTIP awards
(consisting of either a contingent right or a nil-cost option to
acquire Ordinary Shares for no consideration) were granted under
the Plan on 4 September 2018 ("2018 LTIP Awards"). These awards
vest from 2021 onwards. 50% of these awards vest based on an EBITDA
target and 50% vest on reaching share price targets. In total, and
as at today's date, 1,256,600 Ordinary Shares remain subject to
these LTIP awards, including awards held by the following
director/PDMR:
Director No. of LTIP Awards
Claire Milverton (Chief Executive Officer) 659,368
The Company's remuneration committee ("Remuneration Committee")
has, in accordance with the Plan, exercised its discretion to amend
the performance targets applying to the 2018 LTIP Awards as
follows:
EBITDA target
50 per cent. of the shares vest subject to the achievement of an
EBITDA target for the year ending 31 January 2021 ("2021 EBITDA").
50 per cent. of the shares subject to this target vest if the 2021
EBITDA exceeds GBP2m, 75 per cent. if the 2021 EBITDA exceeds
GBP2.5m and 100 per cent. if the 2021 EBITDA exceeds GBP3m. As a
result of a change in accounting standards (IFRS 16), the
Remuneration Committee has determined to make the following
increase to each of the targets (to reflect the anticipated impact
on the Company's EBITDA brought about by the change in accounting
standard):
% vesting Previous target Revised target
50% GBP2m GBP3m
---------------- ---------------
75% GBP2.5m GBP3.5m
---------------- ---------------
100% GBP3m GBP4m
---------------- ---------------
Share price target
In order that the 2018 LTIP Awards continue to provide an
appropriate incentivisation mechanism, the Remuneration Committee
has reduced each of the share price targets and extended the period
over which the targets will be measured. The target share price
date was originally the 2021 AGM but this has now been changed to
the 2022 AGM. Following vesting, the awards will be subject to an
additional one-year holding period (as before). The revised targets
are as follows:
% vesting Previous hurdle Revised hurdle
50% GBP0.80 GBP0.40
---------------- ---------------
75% GBP1.00 GBP0.50
---------------- ---------------
100% GBP1.20 GBP0.60
---------------- ---------------
The Remuneration Committee considered it appropriate to revisit
the share price hurdles and timings, given the current economic
backdrop and the impact of Covid-19 on share prices (both
immediately and over the medium term). The Remuneration Committee
considers that the revised targets constitute a fairer measure of
performance and ensure that the 2018 LTIP Awards provide a more
effective incentive to the employees. The Remuneration Committee
also considers that the revised targets better reflect the level of
stretch performance that the Remuneration Committee had anticipated
when the targets were originally set.
For further information, please contact:
1Spatial plc 01223 420 414
Claire Milverton / Andrew Fabian
Liberum (Nomad and Broker) 020 3100 2000
Neil Patel / Cameron Duncan/ Ed Phillips /
Miquela Bezuidenhoudt
Alma PR 020 3405 0205
Caroline Forde / Justine James / Harriet Jackson 1spatial@almapr.co.uk
About 1Spatial plc
1Spatial plc is a global leader in providing Location Master
Data Management (LMDM) software and solutions, primarily to the
Government, Utilities and Transport sectors. Our global clients
include national mapping and land management agencies, utility
companies, transportation organisations, government and defence
departments.
Today - as location data from smartphones, the Internet of
Things and great lakes of commercial Big Data increasingly drive
commercial decision-making - our technology drives efficiency and
provides organisations with confidence in the data they use.
We unlock the value of location data by bringing together our
people, innovative solutions, industry knowledge and our extensive
customer base. We are striving to make the world more sustainable,
safer and smarter for the future. We believe the answers to
achieving these goals are held in data. Our 1Spatial Location
Master Data Management (LMDM) platform incorporating our 1Integrate
rules engine delivers powerful data solutions and focused business
applications on-premise, on-mobile and in the cloud. This ensures
data is current, complete, and consistent through the use of
automated processes and always based on the highest quality
information available.
1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with
operations in the UK, Ireland, USA, France, Belgium, Tunisia and
Australia.
For more information visit www.1spatial.com
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Claire Milverton
-------------------------- ----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------- ----------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name 1Spatial plc
-------------------------- ----------------------------------------------
b) LEI 213800VG7OZYQES6PN67
-------------------------- ----------------------------------------------
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 LTIP Awards and Option Awards over ordinary
financial instrument, shares of 10 pence each
type of instrument
Identification code GB00BFZ45C84
-------------------------- ----------------------------------------------
b) Nature of the transaction (a) LTIP Awards
(b) Option Awards
-------------------------- ----------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ------------------------ --------------------
(a) NIL (a) 650,000
(b) GBP0.265 (b) 25,000
-------------------------- ------------------------ --------------------
d) Aggregated information (a) N/A
(b) N/A
- Aggregated volume
- Price
-------------------------- ----------------------------------------------
e) Date of the transaction (a) 6 November 2020
(b) 6 November 2020
-------------------------- ----------------------------------------------
f) Place of the transaction (a) Off-market transaction
(b) Off-market transaction
-------------------------- ----------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Andrew Fabian
-------------------------- ----------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status Chief Financial Officer
-------------------------- ----------------------------------------------
b) Initial notification Initial
/Amendment
-------------------------- ----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name 1Spatial plc
-------------------------- ----------------------------------------------
b) LEI 213800VG7OZYQES6PN67
-------------------------- ----------------------------------------------
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 LTIP Awards and Option Awards over ordinary
financial instrument, shares of 10 pence each
type of instrument
Identification code GB00BFZ45C84
-------------------------- ----------------------------------------------
b) Nature of the transaction
(a) LTIP Awards
(b) Option Awards
-------------------------- ----------------------------------------------
c) Price(s) and volume(s) Price Volume
-------------------------- ------------------------ --------------------
(a) NIL (a) 330,000
(b) GBP0.265 (b) 25,000
-------------------------- ------------------------ --------------------
d) Aggregated information (a) N/A
(b) N/A
- Aggregated volume
- Price
-------------------------- ----------------------------------------------
e) Date of the transaction (a) 6 November 2020
(b) 6 November 2020
-------------------------- ----------------------------------------------
f) Place of the transaction (a) Off-market transaction
(b) Off-market transaction
-------------------------- ----------------------------------------------
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END
DSHUWUSRRKUARAA
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November 09, 2020 02:00 ET (07:00 GMT)
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