Alphawave IP Group PLC Grant of Awards to a PDMR (3505O)
09 June 2022 - 9:11PM
UK Regulatory
TIDMAWE
RNS Number : 3505O
Alphawave IP Group PLC
09 June 2022
9 June 2022
Alphawave IP Group plc ("Alphawave IP" or "the Company")
Grant of Awards to Persons Discharging Managerial
Responsibilities (PDMRs)
The following notifications are made under the UK Market Abuse
Regulation ("MAR") relating to certain transactions by persons
discharging managerial responsibilities ("PDMR") in the shares of
the Company.
On 8 June 2022 awards over ordinary shares of GBP0.01 each in
the capital of the Company were granted under the Alphawave IP
Group plc Long Term Incentive Plan (the "LTIP") to a PDMR of the
Company as follows:
PDMR Number of shares over which awards were granted
2022 LTIP Award (1)
2021 Bonus Deferral Award
(1)
----------------------------
Daniel Aharoni 51,741 424,275
---------------------------- --------------------
(1) (Calculated using g) (rant) price of GBP1.7636, being 5 days
closing trading average rate (27 May 2022 to 6 June 2022) market
quotation as derived from the Daily Official List of the London
Stock Exchange
2021 Bonus Deferral Award
Each award is a conditional award that shall vest on the second
anniversary of the Award Date, being 8 June 2024, with no holding
requirement and would not be entitled to dividend equivalents.
2022 LTIP Award
As described in the 2021 A nnual report and financial
statements, the 2022 LTIP Award will be subject to three-year
Relative TSR (70% weighting) and EPS growth (30% weighting)
performance conditions as summarised in the table below:
Tranche Weighting Performance Condition Index Threshold Maximum
(25% vesting) (100% vesting)
1 35% Relative TSR FTSE 250 Median Upper Quartile
---------- ---------------------- -------------------------------- --------------- ----------------
2 35% Relative TSR FTSE All-World Technology Index Median Upper Quartile
---------- ---------------------- -------------------------------- --------------- ----------------
3 30% Adjusted EPS growth * Not applicable 40% CAGR 60% CAGR
---------- ---------------------- -------------------------------- --------------- ----------------
These performance metrics have been selected as they align with
Alphawave IP's focus on ambitious growth and profitability. The
targets were set at a level the Committee believes to be
appropriately stretching taking into account both internal
performance expectations and external analyst forecasts.
The Remuneration Committee has chosen to use TSR as an important
measure of value created for our shareholders and measure against
the constituents of the FTSE 250, reflecting our UK listing, and
against those of the All-World Technology Index, reflecting our
sector.
TSR is to be calculated as the change in the Net Return Index
for a company over the Performance period. The change in the Net
Return Index to be calculated based on the average opening and
closing Net Return Index over each weekday during the three-month
period ending on the day before the start and the end of the
Performance Period. A common currency approach will be used with
Net Return Index figures used for the calculation converted to GBP
on a daily basis. Such Net Return Index data will be sourced for
the Company and the comparator group constituents from a reputable
data provider, such as S&P Capital IQ.
The stretching EPS targets reflect the Company's focus on
ambitious growth and profitability. The Remuneration Committee will
determine the compound annual rate of growth ("CAGR") in the
Company's Adjusted EPS between the 2021 financial year and the 2024
financial year. The percentage of Shares vesting will be determined
by reference to the CAGR, relative to the Threshold and Maximum
levels of Vesting as described above
In setting the Adjusted EPS target, the Remuneration Committee
has had regard to consensus estimates for the Company noting that
several analysts have not yet published estimates following the
Company's FY 2021 results and analysts do not typically provide
estimates beyond 2023. Further, in considering the consensus
estimates and Adjusted EPS, the Company excludes any potential
impact of WiseWave Technology Co. Ltd ("WiseWave") exercising its
extension option under the subscription license agreement. Exercise
of that option is at the discretion of WiseWave and employees
subject to the 2022 LTIP should not benefit from the financial
impact therefrom. In addition, due to insufficient certainty about
the specific closing timeframe of the proposed acquisition of
OpenFive, the Committee did not consider that acquisition in
determining the targets.
Adjusted EPS means, for any financial year, Alphawave IP's
earnings per share as shown in the Company's accounts for that
year, adjusted for one-off expenditure or revenue (such as costs
associated with mergers and acquisitions), expenses that vary
significantly between periods (such as share-based payments) and
expenses that do not relate to Alphawave IP's operating performance
(such as exchange gains or losses). Such adjustments may be made as
the Committee considers appropriate.
The President & Chief Executive Officer, Tony Pialis, will
continue to waive participation and Sehat Sutardja, Executive
Director, is not entitled to participate in Alphawave IP's
LTIP.
Notification of Deal Form of the PDMR can be found below.
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Daniel Aharoni
-------------------------------------------------------- -------------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------------------------------------
a) Position/status PDMR (Chief Financial Officer)
-------------------------------------------------------- -------------------------------------------------------
b) Initial notification/Amendment Initial notification
-------------------------------------------------------- -------------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
-----------------------------------------------------------------------------------------------------------------
a) Name Alphawave IP Group plc
-------------------------------------------------------- -------------------------------------------------------
b) LEI 213800ZXTO21EU4VMH37
-------------------------------------------------------- -------------------------------------------------------
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, type of Ordinary Shares of GBP0.01 each
instrument Identification code (ISIN): GB00BNDRMJ14
Identification code
-------------------------------------------------------- -------------------------------------------------------
b) Nature of the transaction Award of conditional shares pursuant to the Alphawave
Long Term Incentive Plan
-------------------------------------------------------- -------------------------------------------------------
c) Price(s) and volume(s) Award Price(s) Volume(s)
-------- ----------
2021 Bonus
Deferral
Award 1.7636 51,741
-------- ----------
2022 LTIP
Award 1.7636 424,275
-------- ----------
-------------------------------------------------------- -------------------------------------------------------
d) Aggregated information - Aggregated volume n/a
- Price
-------------------------------------------------------- -------------------------------------------------------
e) Date of the transaction 8 June 2022
-------------------------------------------------------- -------------------------------------------------------
f) Place of the transaction Outside of trading venue
-------------------------------------------------------- -------------------------------------------------------
Kathy Cong
On behalf of Link Company Matters Limited
Company Secretary
Email: cm-alphawave@linkgroup.co.uk
9 June 2022
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