K3 Business Technology Group PLC PDMR Dealings (5421P)
February 08 2019 - 9:42AM
UK Regulatory
TIDMKBT
RNS Number : 5421P
K3 Business Technology Group PLC
08 February 2019
K3 Business Technology Group plc
("K3", "Company" or "Group")
LTIP Option Scheme
On 5 April 2018, K3 announced the grant by the Remuneration
Committee of the K3 Board ("RemCo") of 2,540,000 new options to
certain PDMRs ("LTIP Options"). These grants were made under the
terms of a K3 Long Term Incentive Plan (the "LTIP") and together
amounted to approximately 5.9% of the Company's non-diluted issued
share capital at that time.
Additional LTIP Options
Today, the RemCo has granted an additional 350,000 LTIP Options
to the PDRM's set out below. The additional awards amount to
approximately 0.8% of the Company's current non-diluted issued
share capital. These grants have been made to provide consistency
of reward and incentive to the entire senior management team at K3;
previously these individuals were the only members of the senior
management team who had either not been awarded LTIP Options, or
had been awarded LTIP Options in a lower amount. The LTIP Options
have been granted on and subject to the same LTIP rules and based
on the same targets to ensure alignment of incentivisation. All of
the LTIP Options are exercisable at a price of 25p per share, being
nominal value.
Name LTIP Options awarded
Christina Humphrey 200,000
---------------------
Peder Falck 150,000
---------------------
LTIP Structure
The structure of the LTIP, as announced by K3 on 5 April 2018,
is as follows:
The LTIP Options vest in three tranches, as set out below, based
on the achievement of certain hurdles relating to the adjusted
operating profit ("AOP", being operating profits prior to any share
based payment charges) of the Group for each of the two years to 30
November 2019 and, in respect of the last tranche, a further
criteria based on the Company's share price during the 30 days
immediately following the announcement of K3's results for the year
ended 30 November 2020 (the "Price Vesting Criteria") and the
Adjusted Profit per share for the year ending 30 November 2020.
The performance measures for each of the three years to 30
November 2020, and the proportion of each award vesting upon
delivery are as follows:
Tranche Year to Minimum AOP to trigger % of total
30 November award award triggered
1 2018 AOP of GBP5.8m 20%
-------------- ------------------------- -----------------
2 2019 AOP of GBP8.0m 10%
-------------- ------------------------- ----------------- ---------------------
Adjusted Profit per (based on a straight
3a 2020 share GBP0.19 - GBP0.28 0% - 35% line sliding scale)
-------------- ------------------------- ----------------- ---------------------
2020 results Share Price GBP2.20 (based on a straight
3b announcement - GBP3.20 0% - 35% line sliding scale)
-------------- ------------------------- ----------------- ---------------------
If performance criteria are missed for the first and/or second
tranches, the awarded LTIP Options will be rolled over into the
following year(s) but will only vest upon the achievement of the
performance criteria of the second or third tranche, as the case
may be. In the event that the first and second tranches are rolled
into the third tranche, they will vest on the basis of a 50/50
split between the two separate third tranche tests, and upon
achievement of the minimum target for the relevant of the two
tests.
Enquiries:
K3 Business Technology Adalsteinn Valdimarsson, T: 0161 876 4498
Group plc CEO
Rob Price, CFO
finnCap Limited (NOMAD Julian Blunt/James Thompson T: 020 7220 0500
& Broker) (Corporate Finance)
Camille Gochez (Corporate
Broking)
KTZ Communications Katie Tzouliadis T: 020 3178 6378
1. Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated
with them ('PCA')
a) Name Peder Falck
2. Reason for notification
b) Position / status Divisional Managing Director
c) Initial notification / amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
b) Name K3 Business Technology Group plc
c) LEI 213800QOJ9OF2AV81748
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 Options over ordinary shares of 25p each
Identification code
GB00B00P6061
b) Nature of the transaction Award of Options under the K3 LTIP
c) Price(s) and volume(s) 150,000 Options awarded
d) Aggregated information n/a
Aggregated volume Price
e) Date of the transaction 8 February 2019
f) Place of the transaction Outside a trading venue
1. Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated
with them ('PCA')
a) Name Christina Humphrey
2. Reason for notification
b) Position / status HR Director
c) Initial notification / amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
b) Name K3 Business Technology Group plc
c) LEI 213800QOJ9OF2AV81748
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 Options over ordinary shares of 25p each
Identification code
GB00B00P6061
b) Nature of the transaction Award of Options under the K3 LTIP
c) Price(s) and volume(s) 200,000 Options awarded
d) Aggregated information n/a
Aggregated volume Price
e) Date of the transaction 8 February 2019
f) Place of the transaction Outside a trading venue
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END
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