Castleton Technology PLC Exercise of Option & Amendment to Options (4583F)
21 February 2018 - 6:00PM
UK Regulatory
TIDMCTP
RNS Number : 4583F
Castleton Technology PLC
21 February 2018
Castleton Technology PLC
("Castleton", the "Company" or the "Group")
Exercise of MXC Option and Amendment to Terms of Directors'
Options
Castleton Technology plc (AIM: CTP), the software and managed
services provider to the public and not-for-profit sectors,
announces the exercise of the evergreen options held by MXC
Guernsey Limited, a wholly owned subsidiary of MXC Capital Limited
(together, "MXC"), and an amendment to the terms of existing
evergreen options held by certain directors of the Company.
Exercise of MXC Option
Further to the Company's announcement of 21 July 2015, MXC was
issued with B shares in Castleton Technology Intermediate Holding
Company Limited ("CTIHCL") which entitle MXC to 5% of shareholder
value created (the "MXC Scheme"), which is defined as the growth in
the market capitalisation of the Company from 1 April 2015, as
adjusted for the issue of new ordinary shares of 2 pence each in
the capital of the Company ("Ordinary Shares") after that date.
Under the MXC Scheme, MXC can issue a notice to CTIHCL requiring
that CTIHCL purchase its B shares (a "Put Notice") as from 1 April
2018 (the "Vesting Date"). The price for such purchase can be
satisfied in either cash or Ordinary Shares at the Company's
discretion.
In order to facilitate the grant of new options to key employees
prior to the year end, the Company have requested and MXC have
agreed to sign a Deed of Amendment to the MXC Scheme whereby the
Vesting Date has been amended to 20 February 2018. Accordingly, MXC
has issued a Put Notice in respect of all of its B shares and
Castleton has resolved to purchase the B shares for GBP1.66 million
in cash, based on a price per Ordinary Share of 68 pence, which
will be paid to MXC on 1 April 2018. MXC no longer holds any B
shares in CTIHCL or other options over Ordinary Shares in the
Company. MXC's total beneficial interest in Castleton remains
unchanged at 20,021,211 Ordinary Shares, representing approximately
25.4% of the Company's issued share capital.
Amendment to Terms of Directors' Options
Under various Company option schemes, Haywood Chapman, Dean
Dickinson*, David Payne and Phil Kelly (the "Directors") hold
options over 2%, 2.4%, 0.4% and 0.2% of the fully diluted share
capital of the Company respectively. All of these options are
evergreen, meaning that the percentage of the fully diluted issued
share capital held under option will remain constant,
notwithstanding any further issues of Ordinary Shares.
The Directors have agreed that the evergreen nature of these
options will cease, meaning that any future issues of Ordinary
Shares by the Company will not result in new options being issued
to the Directors.
* as announced on 20 July 2017, Dean Dickinson also holds nil
cost options which are not evergreen
David Payne, Non-Executive Chairman of Castleton said:
"We are very pleased to have completed this exercise to remove
all evergreen options from the Company's balance sheet. The Company
continues to trade well and in line with market expectations with
strong cash generation; as a result we have elected to pay cash
from the Company's existing resources for the MXC B shares rather
than issuing new equity, resulting in an accretive outcome for
shareholders.
We believe that the removal of the evergreen nature of all
options should increase the appeal of Castleton to investors."
Related Party Transaction
The amendment to the Vesting Date in the MXC Scheme (the
"Amendment") constitutes a related party transaction under the AIM
Rules for Companies. Accordingly, the independent directors, for
these purposes being Dean Dickinson, Haywood Chapman, David Payne
and Phil Kelly, consider, having consulted with finnCap, the
Company's nominated adviser, that the terms of the Amendment is
fair and reasonable so far as the Company's shareholders are
concerned.
Enquiries: Castleton Technology plc Tel. +44 (0)845
Dean Dickinson, Chief Executive 241 0220
Officer
Haywood Chapman, Chief
Financial Officer
finnCap Ltd Tel. +44 (0)20 7220
Jonny Franklin-Adams / 0500
Simon Hicks
MXC Capital Markets LLP Tel. +44(0)20 7965
Marc Young / Charlotte 1849
Stranner
Alma PR Tel. +44(0) 7780
Rebecca Sanders-Hewett/ 901979
Helena Bogle/ Josh Royston
About Castleton Technology plc
Castleton Technology plc is a leading supplier of complementary
software and managed services to the public and not-for-profit
sectors. The Group is a 'one stop shop', providing integrated
housing systems via the Cloud, working in partnership with its
customers and resellers to help drive efficiencies whilst improving
controls and customer service. www.castletonplc.com
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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