Watchstone Group PLC Management Incentive and Retention Plan (6659S)
March 21 2016 - 3:01AM
UK Regulatory
TIDMWTG
RNS Number : 6659S
Watchstone Group PLC
21 March 2016
21 March 2016
Watchstone Group plc
("Watchstone" or the "Company" or the "Group")
Management Incentive and Retention Plan
Watchstone (LON:WTG) announces that it has implemented a new
management incentive and retention plan ("Plan"), adopted by the
Board on the recommendation of the Company's Remuneration Committee
following independent external advice and consultation with major
shareholders. Grants under the Plan have been made to a number of
key executives none of whom are members of the Company's
Remuneration Committee ("Participants"). The Board (excluding any
Participants) believes that the Plan is in the best interests of
the Company and its shareholders.
Richard Rose, Non-executive Chairman said; "After taking
extensive advice and following consultation with shareholders, we
have designed an executive incentive plan that is rooted in the
creation of value for all shareholders. The Plan recognises the
Group's complex history and its diverse nature following the
disposal of the Professional Services Division. Against this
backdrop, the Board decided to implement a cash-based scheme,
focussed on delivering growth in the value of the Company's
operating businesses going forward without penalising, or enhancing
returns for, management in respect of historic matters.
Accordingly, the Board will not grant share options to the
Participants."
The Plan is a cash-based incentive and retention scheme that
will only be triggered upon value-crystallising events (including,
inter alia, a takeover of the Group or disposals of individual
divisions) in excess of base values. A market price of 250 pence
per share (being approximately a 18.5% premium to the closing share
price on 18 March 2016) for the Group as a whole (including all its
assets and liabilities) has been used to ascribe a base value to
each division ("Hurdle"). The Hurdle will be adjusted, inter alia,
for cash invested by the Group and dividends or other proceeds paid
to the Group by the respective divisions. The benefits paid
pursuant to the Plan (if any) will specifically exclude the impact
of, or adjustment for:
a) the Company's current cash balances (amounting to
approximately GBP95m at 31 December 2015, equating to approximately
98% of the current market capitalisation);
b) the cash to be released from escrow at the end of 2016 and
the deferred contingent consideration payable pursuant to the
disposal of the Professional Services Division; and
c) any cash paid to resolve liabilities relating to events which
occurred prior to the appointment of the new Board of the Company
on 29 May 2015.
Participants will be entitled to a share of up to a total of 9.5
% of any growth in value of each division of the Group above the
Hurdle (as adjusted for cash invested or generated from 1 January
2016).
Indro Mukerjee, Group Chief Executive Officer and Mark Williams,
Group Finance Director, are Participants and Directors and,
accordingly, the potential payments to each of them are related
party transactions pursuant to Rule 13 of the AIM Rules. In
addition, Stefan Borson, Group General Counsel & Company
Secretary, is also a Participant.
a) Indro Mukerjee's will be entitled to up to 5% of any growth
in value of each division of the Group above the Hurdle (as
adjusted for cash invested or generated from 1 January 2016);
and
b) Mark Williams and Stefan Borson will each be entitled to up
to 2.25% of any growth in value of each division of the Group above
the Hurdle (as adjusted for cash invested or generated from 1
January 2016).
The Board (with the exception of Mr Mukerjee and Mr Williams,
the related parties pursuant to the AIM Rules), having consulted
with Peel Hunt LLP, in its capacity as the Company's nominated
adviser, believe that the terms of the Plan are fair and reasonable
insofar as the Company's shareholders are concerned.
For further information:
Watchstone Group plc Tel: 01489
864 200
--------------------------------------- -----------
Tulchan Communications Tel: 020
Susanna Voyle, Charlotte Church 7353 4200
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Peel Hunt LLP, Nominated Adviser and Tel: 020
broker 7418 8900
Dan Webster, Adrian Trimmings, George
Sellar
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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