TIDMCPP
RNS Number : 8906N
CPPGroup Plc
28 September 2023
28 September 2023
CPPGroup Plc ("CPP", "CPP Group" or the "Company")
Long Term Incentive Plan, Director/PDMR Shareholding
Notification and Related Party Transaction
CPP Group (AIM: CPP), a provider of assistance and insurance
products, which reduce disruptions to everyday life for millions of
customers across the world, confirms that on 27 September 2023, the
Company has implemented the Long Term Incentive Plan 2023 ("LTIP")
and Capital Appreciation Plan ("CAP") for certain of its Directors
and members of senior management, including the Executive
Management Committee ("EMC").
Both the LTIP and CAP (together the "Plans") have been
established following consultation with the Company's major
shareholders. The Plans are designed to deliver value creation for
shareholders and ensure alignment with shareholder interests, as
well as recognising the importance of long-term engagement and
retention of senior management to deliver the strategy and change
management programme which will be to the benefit of all
shareholders.
LTIP
The LTIP is structured with three performance conditions ("Core
Plan") and one supermax condition ("Supermax") set by the
Remuneration Committee of the Company, as detailed below.
Under the LTIP, options over ordinary shares of GBP1 each in the
Company were awarded to the following Directors:
Core Supermax Total options
Plan awarded
Simon Pyper,
CEO 190,190 57,057 247,247
-------- --------- --------------
David Bowling,
CFO 154,806 46,442 201,248
-------- --------- --------------
No consideration was paid for the grant of these awards which
are structured as nil cost options.
The vesting of these awards will not be linked to a time-based
schedule but will vest subject to satisfaction of the performance
conditions, as set out below. Once vested, the awards will then
normally remain exercisable until the day before the tenth
anniversary of the date of the grant, provided the individual
remains an employee or officer of the Company.
The performance conditions which apply to the awards are:
Core Plan
-- 20% of the shares subject to the award will vest if the
average closing share price of the Company on AIM over a period of
90 consecutive calendar days equals or exceeds GBP3.70. This 20%
will lapse on the third anniversary of the date of grant, if the
target has not been achieved;
-- 30% of the shares subject to the award will vest if the
average closing share of the Company on AIM over a period of 90
consecutive calendar days equals or exceeds GBP4.75. This 30% will
lapse on the fourth anniversary of the date of grant, if the target
has not been achieved; and
-- 50% of the shares subject to the award, but not to exceed
100% in aggregate, will vest if the average closing share price of
the Company on AIM over a period of 90 consecutive calendar days
equals or exceeds GBP6.00. This will lapse on the fifth anniversary
of the date of grant, if the target has not been achieved.
Supermax
-- If the average closing share price of the Company on AIM over
a period of 90 consecutive calendar days equals or exceeds GBP9.00,
the award will vest. This will lapse on the sixth anniversary of
the date of grant, if the target has not been achieved.
Following the above awards, the Directors' total interest in the
Company's shares are as follows:
Ordinary shares Interests in unvested
held shares under incentive
plans
Simon Pyper 24,329 467,188
---------------- ------------------------
David Bowling 3,153 315,618
---------------- ------------------------
The total number of options awarded under the LTIP to the
Directors and other senior management, including the EMC, is
1,092,486. The options awarded include 908,488 made to related
parties of the Company (as defined by the AIM Rules for Companies),
being Simon Pyper (CEO) and David Bowling (CEO) and certain
directors of subsidiary companies within the Group, being Eleanor
Sykes (COO), Stephen Mouncey (CEO of Blink Parametric), Luisa
Cifuentes-Olivas (CIO), and Esin Karakaya and Mehmet Gorguz
(Co-CEOs of CPP Turkey). The maximum number of options that can be
awarded under the LTIP is 1,149,986.
The total issued share capital as at the date of this
announcement is 8,846,045.
CAP
The CAP is a cash-based plan targeted at Simon Pyper, David
Bowling, Eleanor Sykes and Stephen Mouncey, who are all related
parties of the Company, as noted above. Awards will be subject to
performance conditions relating to share price specified by the
Remuneration Committee, which must be achieved within a specific
timeframe, but not time-based vesting.
Three performance conditions will apply, as follows:
-- 10% of an individual's allocation will become payable if the
average closing share price of the Company on AIM over a period of
90 consecutive calendar days equals or exceeds GBP3.70. This 10%
will lapse on the third anniversary of the date of grant if the
target has not been achieved;
-- 40% of an individual's allocation will become payable if the
average closing share price of the Company on AIM over a period of
90 consecutive calendar days equals or exceeds GBP4.75. This 40%
will lapse on the fourth anniversary of the date of grant if the
target has not been achieved; and
-- 50% of an individual's allocation will become payable if the
average closing share price of the Company on AIM over a period of
90 consecutive calendar days equals or exceeds GBP6.00. This 50%
will lapse on the fifth anniversary of the date of grant if the
target has not been achieved.
The maximum aggregate amount that can be paid out under the CAP
is GBP1,500,000.
Related party transaction
The granting of awards under the Plans to the Executive
Directors and certain members of the EMC, as outlined above,
constitutes a related party transaction pursuant to Rule 13 of the
AIM Rules for Companies.
The Company's Non-Executive Directors, who are not party to the
Plans, consider, having consulted with the Company's nominated
adviser, Liberum Capital Limited, that the terms of the transaction
are fair and reasonable insofar as the Company's shareholders are
concerned.
Enquiries:
CPPGroup plc
S imon Pyper , Chief Executive Tel: +44 (0)7917 795601
Officer
D avid Bowling , Chief Financial
Officer
Liberum Capital Limited
(Nominated Adviser and Sole Tel: +44 (0)20 3100 2000
Broker)
Richard Lindley
Lauren Kettle
About CPP
CPP Group is a technology-driven assistance company that creates
embedded and ancillary real-time assistance products and resolution
services that reduce disruption to everyday life for millions of
people across the world, at the time and place they are needed. CPP
Group is listed on AIM, operated by the London Stock Exchange.
For more information on CPP visit corporate.cppgroup.com
1. Details of the person discharging managerial responsibilities/person
closely associated
(a) Name Simon Pyper
David Bowling
------------------------------------ ------------------------------------
2. Reason for the notification
--------------------------------------------------------------------------
(a) Position/status Executive Directors
------------------------------------ ------------------------------------
(b) Initial notification/ Amendment Initial notification
------------------------------------ ------------------------------------
3. Details of the issuer
--------------------------------------------------------------------------
(a) Name CPPGroup Plc
------------------------------------ ------------------------------------
(b) LEI 213800FRDE79FTQI4X25
------------------------------------ ------------------------------------
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 Ordinary shares of GBP1 each
Instrument
------------------------------------ ------------------------------------
(b) Identification code of GB00BMDX5Z93
the Financial Instrument
------------------------------------ ------------------------------------
(c) Nature of the transaction Award of share options
------------------------------------ ------------------------------------
(d) Price(s) and volume(s) Price(s) Volume(s)
---------- ------------------------
N/A Simon Pyper - 247,247
David Bowling -
201,248
---------- ------------------------
(e) Aggregated information
* Aggregated volume n/a
n/a
- Price
------------------------------------
(f) Date of the transaction 27 September 2023
------------------------------------ ------------------------------------
(g) Place of the transaction London Stock Exchange, AIM (XLON)
------------------------------------ ------------------------------------
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END
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