TIDMSEE
RNS Number : 6580C
Seeing Machines Limited
19 October 2015
Seeing Machines Limited
Issue of Shares to Directors and Staff
and Total Voting Rights
19 October 2015
Seeing Machines (AIM: SEE), the AIM-listed company with a focus
on operator monitoring and intervention sensing technologies and
services, announces that on 16 October the Board resolved to issue
equity to directors and staff under the terms of the Company's
share plan. In line with the Company's usual practice of conducting
annual reviews of performance and remuneration, the Company is
issuing equity to staff based on performance for the 2015 financial
year. The Company is also issuing shares as part of the
remuneration of non-executive directors.
Issues to Staff
The Company is making the following offers of equity to
staff:
General staff offer: The first offer is a general offer of new
fully paid ordinary shares of no par value ("New Ordinary Shares")
to eligible staff who are not covered by the Company's other
incentive schemes. These staff will each receive New Ordinary
Shares equivalent to AUD 3,750 (GBP 1,774), pro-rated for staff who
were not eligible for the full financial year. The issue price is
4.83 pence per share, being the average closing mid share price on
AIM over the 5 trading days beginning on 21 September 2015, when
the Company released its 2015 annual accounts. A total of 1,553,697
New Ordinary Shares will be issued to 81 staff. There are no loans
for these shares and they vest on issue.
Executive Short Term Incentive: The second offer is an offer of
New Ordinary Shares to nine executives as a short term incentive,
and based on Company and personal KPI achievement for the 2015
financial year. The issue price is 4.83 pence per share, the same
as the general staff offer. The number of shares issued to each
executive varies based on their remuneration and performance. A
total of 564,413 New Ordinary Shares will be issued under this
offer. There are no loans for these shares and they vest on
issue.
Executive Long Term Incentive - Performance Rights: The third
tranche is an offer of performance rights to ten executives as a
long term incentive. This does not involve the immediate issue of
any New Ordinary Shares.
In recent years the Company has used a trust and loan structure
as a long term incentive, whereby shares are issued up-front but
held by a trustee, and the shares only vest for the benefit of
executives if certain conditions are met (in which case the Company
provided a loan to enable the executives to purchase their
allocated shares). In July 2015 the Australian Government changed
the tax laws governing employee equity plans, with the general
effect that employees may now defer tax on equity offers in more
circumstances, including when they receive performance rights or
options. As a result of these changes, the Board has adopted
performance rights as a long term incentive tool, instead of using
a more complex trust and loan structure.
Consistent with recent long term offers, the executives are only
able to exercise the rights, and have New Ordinary Shares issued to
them, if, after three years from the end of the relevant financial
year (i.e. for this offer, 1 July 2018): (a) the Company's share
price meets a target share price set by the Board when it made the
offer; and (b) the executive is still employed by the Company
(subject to a limited number of exceptions). The rights vest in
proportion to the target share price. If less than 90 percent of
the target share price is achieved, then none of the rights
vest.
If these conditions are met then the executive may exercise
their rights and the Company will issue the number of New Ordinary
Shares set out in the offer. The issue price of the New Ordinary
Shares is 4.83 pence, consistent with the other offers. The number
of rights offered to each executive varies based on their
remuneration and performance. If all vesting conditions are met and
all offers are exercised, a total of 5,965,559 New Ordinary Shares
would be issued under these offers.
Executive Directors: Managing Director Ken Kroeger and Finance
Director James Walker are participating in the 2(nd) and 3(rd)
offers. Their shareholdings are described below:
Ken Kroeger
Ordinary shares 2,272,357 Held through Cook Kroeger Superannuation
Fund
-------------------------- ----------- -----------------------------------------
Long term incentive plan 2,803,125 Shares issued in 2012, vested
- vested but still held by trustee
-------------------------- ----------- -----------------------------------------
Long term incentive plan 4,089,628 Shares issued in 2013 & 2014,
- not vested not vested
-------------------------- ----------- -----------------------------------------
This offer - short term 64,286 Ordinary shares
incentive
-------------------------- ----------- -----------------------------------------
This offer - long term 1,680,684 Performance rights, not vested
incentive
-------------------------- ----------- -----------------------------------------
Sub-total - ordinary
shares and vested 5,139,768
-------------------------- ----------- -----------------------------------------
Total 10,910,080 Includes all unvested shares
and performance rights
Represents approximately 1.15
percent of total voting rights
in the Company
-------------------------- ----------- -----------------------------------------
James Walker
Ordinary shares 600,000 Held through Kirri Cove Pty Limited
-------------------------- ---------- ------------------------------------
Long term incentive plan 2,691,532 Shares issued in 2013 & 2014,
- not vested not vested
-------------------------- ---------- ------------------------------------
This offer - short term 69,796 Ordinary shares
incentive
-------------------------- ---------- ------------------------------------
This offer - long term 684,279 Performance rights, not vested
incentive
-------------------------- ---------- ------------------------------------
Sub-total - ordinary
shares and vested 669,796
-------------------------- ---------- ------------------------------------
Total 4,045,607 Includes all unvested shares
and performance rights
Represents approximately 0.42
percent of total voting rights
in the Company
-------------------------- ---------- ------------------------------------
Issue of Shares to Non-Executive Directors
As foreshadowed in the 2014 Annual Report, during the 2015
financial year the Board re-structured non-executive directors'
remuneration to include an equity component, in order to more
closely align their interests with shareholders. Each non-executive
director will receive 25 percent of their fee in the form of New
Ordinary Shares, issued annually in arrears.
A total of 832,992 New Ordinary Shares will be issued in respect
of the 2015 financial year, allocated to non-executive directors as
set out in the table below. The issue price is 4.83 pence, the same
as the offers of shares to staff.
Director New Shares New Total Shareholding Percent of total voting
issued rights
----------------- ----------- ----------------------- ------------------------
Terry Winters 260,310 1,892,476 0.20 %
----------------- ----------- ----------------------- ------------------------
David Gaul 130,155 3,530,155 0.37%
----------------- ----------- ----------------------- ------------------------
James Walker 156,186 156,186 0.01%
----------------- ----------- ----------------------- ------------------------
Rudy Burger 130,155 156,186 0.01%
----------------- ----------- ----------------------- ------------------------
Michael Roberts 156,186 5,151,562 0.54%
----------------- ----------- ----------------------- ------------------------
The value of the New Ordinary Shares is included in the cap on
non-executive directors' remuneration as set out in the Company's
Constitution.
Admission to AIM and Total Voting Rights
A total of 2,951,102 New Ordinary Shares will be issued to staff
and directors under the offers described above. Application will be
made for these 2,951,102 New Ordinary Shares to be admitted to
trading on AIM. It is expected that admission will occur on 23
October 2015. Immediately following the admission of the New
Ordinary Shares, the Company will have 943,929,411 ordinary shares
in issue.
(MORE TO FOLLOW) Dow Jones Newswires
October 19, 2015 05:00 ET (09:00 GMT)
Seeing Machines (LSE:SEE)
Historical Stock Chart
From Apr 2024 to May 2024
Seeing Machines (LSE:SEE)
Historical Stock Chart
From May 2023 to May 2024