TIDMECSC
RNS Number : 3398F
ECSC Group PLC
17 May 2017
ECSC Group plc
("ECSC" or the "Company")
Grant of Options
In the Company's admission document, published in connection
with the admission to trading of the Company's shares on AIM
("Admission"), the intention of the board to grant options to
certain senior employees following Admission was noted. These
employees included Lucy Sharp, Chief Operations Officer and a
director of ECSC. The Company has, as explained below, now received
the necessary consents and accordingly announces the grant of
options to Lucy Sharp (the "LS Options"). The options are to be
granted in two tranches. First, 69,758 share options to be granted
immediately at a price of 167 pence (the "IPO Price") and second,
up to a further 250,000 options to be granted at the discretion of
the remuneration committee in up to 2 further tranches over the
next 2-3 years at the prevailing mid-market price on the respective
date of the grant (together, the "Grant"). The proposed Grant would
be subject, in each case, to a 3-year vesting period.
Ms Sharp is a member of the Mann Concert Party, as defined in
the Company's Admission Document.
Under Note 1 on the Notes on the Dispensations from Rule 9 of
the Takeover Code, which is administered and enforced by the
Takeover Panel (the "Panel"), when the acquisition of interests in
shares by members of a group acting in concert would otherwise
result in an obligation to make a general offer under Rule 9 of the
Code (the "Rule 9 Offer"), the Panel would normally grant a waiver
if, inter alia, the shareholders of the Company who are independent
of the person who would otherwise be required to make an offer and
any person acting in concert with him or her (the "Independent
Shareholders") pass an ordinary resolution on a poll at a general
meeting (a "Whitewash Resolution") approving the proposals giving
rise to the obligation to make an offer and the waiver of it by the
Panel. The Panel may waive the requirement for a Whitewash
Resolution to be considered at a general meeting (and for a
circular to be prepared in accordance with Section 4 of Appendix 1
to the Code) if Independent Shareholders holding more than 50 per
cent. of the Company's shares capable of being voted on such a
resolution confirm in writing that they would vote in favour of the
Whitewash Resolution were such a resolution to be put to the
shareholders of the Company at a general meeting ("Accelerated
Whitewash").
The Company has approached Independent Shareholders holding more
than 50 per cent. of the Company's shares capable of being voted on
such a resolution and has obtained confirmation in writing that
they would vote in favour of the Whitewash Resolution were such a
resolution to be put to the shareholders of the Company at a
general meeting. The Company has subsequently approached the Panel
and successfully obtained its permission to waive the requirement
for a Whitewash Resolution to be considered at a general meeting
(and for a circular to be prepared in accordance with Section 4 of
Appendix 1 to the Code). Accordingly, no general meeting is
required to be held in relation to this matter.
Independent Shareholders (representing more than 50 per cent. of
Independent Shareholders of the Company's share capital) provided
their confirmation in writing as outlined below:
Dear Sirs
RE: ECSC GROUP PLC ("ECSC" or the "Company")
Introduction
[We][I] confirm[s] that [we][I] have been made aware of the
transaction being proposed by the board of directors of the Company
whereby Lucy Sharp, the Company's Chief Operating Officer, would be
granted share options over a maximum of up to 319,758 Ordinary
Shares of 1 pence each (the "LS Options") under the Company's
Enterprise Management Incentives ("EMI") share option scheme. It is
noted that the expectation of the granting of the LS Options was
previously brought to [my][our] attention in Part 1 Paragraph 21 of
the ECSC admission document published on 12 December 2016 (the
"Admission Document").
[We][I] also confirm that [we][I] have been made aware that the
resulting effect of the granting of the LS Options will be to
increased the aggregate direct and indirect shareholding of the
Mann Concert Party (see below) from 41.3% of the issued share
capital in the Company up to a maximum of 43.4%.
Rule 9 of the Takeover Code
We understand that, under Rule 9 of the Takeover Code (the
"Code"), if any person acquires an interest in shares which, when
taken together with shares in which he and persons acting in
concert with him are already interested, carry 30% or more of the
voting rights of a company which is subject to the Code, that
person is normally required to make a general offer in cash to all
shareholders in the company at the highest price paid by him or any
person acting in concert with him for an interest in such shares
within the preceding 12 months.
We also understand that Rule 9 also provides that if any person,
together with persons acting in concert with him, is interested in
shares which in the aggregate carry not less than 30% of the voting
rights of a company which is subject to the Code but does not hold
shares carrying more than 50% of such voting rights, and such
person, or any person acting in concert with him, acquires an
interest in any other shares which increases the percentage of
shares carrying voting rights in such company in which he is
interested, that person is normally required to make a general
offer in cash to all shareholders in the company at the highest
price paid by him or any person acting in concert with him for an
interest in such shares within the preceding 12 months.
Proposed Transaction
Further to details published in the Admission Document, we
understand that the board of directors of the company recognises
the importance of ensuring that the key management and senior
employees of the Company and its group are effectively and
appropriately incentivised and their interests aligned with those
of the Company. To this end, immediately prior to the publication
of the Admission Document, the board adopted a new EMI share option
scheme (the "EMI Share Scheme"). By the terms of the EMI Share
Scheme (further details of which [we][I] have had the chance to
consider and which can be found in Part V Paragraph 11 of the
Admission Document) the board, acting by the remuneration
committee, may consider granting EMI share options to certain
employees of the Company.
Following the first meeting of the board's remuneration
committee on 18 January 2017, subject to the matters set out in
this letter, it was proposed that Lucy Sharp should be granted the
LS Options, which would increase Lucy Sharp's aggregate direct and
indirect shareholding up to a maximum of 5.9% of the issued share
capital in the Company.
The LS options are proposed to be granted in tranches as
follows: (i) as to 69,758 options at a strike price of 167 pence
(being the placing price in respect of an ordinary share at the
time of the Company's Admission to AIM); and (ii) as to up to a
further 250,000 options to be granted at the discretion of the
remuneration committee in up to 2 further tranches over the next
2-3 years at the then prevailing mid-market price on the respective
date of grant. The proposed LS Options would be subject, in each
case, to a 3 year vesting period, but would otherwise not be
subject to any performance conditions.
However, further to details set out in Part 1 Paragraph 25 of
the Admission Document, we are aware that Lucy Sharp is considered
to be a member of the Mann Concert Party (as defined therein),
which collectively holds ordinary shares representing 41.3% of the
issued share capital in the Company.
Upon the grant of the LS Options as recommended by the board's
remuneration committee, the collective shareholding of the Mann
Concert Party, assuming the exercise in full of all the available
LS Options (and no other) would increase from 41.3% of the issued
share capital in the Company to 43.4%.
ECSC Mann Concert Party
Shares Interest in % of ISC
Shares
Current shareholding: 3,718,317
41.3%
(of which held by LS: 230,419
Current ISC 8,994,131 2.6%)
Additional LS Options
up to 319,758
-------------------------------------------------------------------- ------------------------------------
Then shareholding: up to
4,038,075 43.4%
(of which would be up to
Then enlarged ISC up to 550,177 up to 5.9%)
9,313,889 held by LS:
-------------------------------------------------------------------- ------------------------------------
Note: ISC = Issued Share Capital of ECSC
Waiver of Rule 9 obligation
We understand that, under Note 1 on the Notes on the
Dispensations from Rule 9, the Takeover Panel (the "Panel") will
normally waive the requirement for a general offer to be made in
accordance with Rule 9 (a "Rule 9 offer") if, inter alia, those
shareholders of the company who are independent of the person who
would otherwise be required to make an offer and any person acting
in concert with it and do not have any interest in the proposed
transaction which may compromise their independence (the
"Independent Shareholders") pass an ordinary resolution on a poll
at a general meeting ("Whitewash Resolution") approving such a
waiver. We also understand that the Panel may waive the requirement
for a Whitewash Resolution to be considered at a general meeting
(and for a circular to be prepared in accordance with Section 4 of
Appendix 1 to the Code) if Independent Shareholders holding more
than 50% of the Company's shares capable of being voted on such a
resolution confirm in writing that they would vote in favour of the
Whitewash Resolution were one to be put to the shareholders of the
Company at a general meeting.
[We][I] hereby confirm the following:
1. that [we are][I am][[investor name]is] the beneficial owner
of [--] ordinary shares in the issued share capital of the Company,
representing [--]% of the Company's issued share capital carrying
voting rights, and [we][I][investor name] [have/has] absolute
discretion over the manner in which these shares are voted. These
shares are held free of all liens, pledges, charges and
encumbrances;
2. that: (a) save for the fact that [we/they] are both
shareholders in the Company, there is no connection between
[us][me][investor name] and any member of the Mann Concert Party;
(b) [we][I] do not have any interest or potential interest, whether
commercial, financial or personal, in the outcome of the proposed
granting of the LS Options; and (c) [we are][I am][[investor
name][is] an Independent Shareholder of the Company as defined
above; and
3. that, in connection with proposed granting of the LS Options:
a) [we][I][investor name] consent[s] to the Panel granting a
waiver from the obligation for the members of the Mann Concert
Party group, or any of them, to make a Rule 9 offer to the
shareholders of the Company;
b) subject to Independent Shareholders of the Company holding
more than 50% of the shares capable of being voted on a Whitewash
Resolution giving confirmations in writing in a similar form to
this letter, [we][I] [investor name] consent[s] to the Panel
dispensing with the requirement that the waiver from such
obligation be conditional on a Whitewash Resolution being approved
by Independent Shareholders of the Company at a general meeting;
and
c) [we][I][investor name] would vote in favour of a Whitewash
Resolution to waive the obligation for the members of the Mann
Concert Party group, or any of them, to make a Rule 9 offer were
one to be put to the Independent Shareholders of the Company at a
general meeting.
In giving the confirmations referred to above, [we][I] [investor
name] acknowledge[s]:
1. that, if the Panel receives confirmations from Independent
Shareholders of the Company holding more than 50% of the shares
capable of being voted on a Whitewash Resolution, the Panel will
approve the waiver from the obligation for the members of the Mann
Concert Party group, or any of them, to make a Rule 9 offer without
the requirement for a Whitewash Resolution having to be passed by
Independent Shareholders of the Company at a general meeting;
2. that if no general meeting is held to approve the Whitewash Resolution:
a) there will not be an opportunity for any other person to make
any alternative proposal to the Company conditional on such
Whitewash Resolution not being approved by Independent Shareholders
of the Company;
b) there will not be an opportunity for other shareholders in
the Company to make known their views on the Proposed Transaction;
and
c) there will be no requirement for the Company either: (i) to
obtain and make known to its shareholders competent independent
advice under Rule 3 of the Code on the proposed granting of the LS
Options and the waiver of the obligation for the members of the
Mann Concert Party group, or any of them, to make a Rule 9 offer;
or (ii) to publish a circular to shareholders of the Company in
compliance with Appendix 1 of the Code in connection with this
matter.
[Investor name] considers itself to be a sophisticated investor
in relation to equity investments. [I][We] confirm that [we][I]
have had the opportunity to take independent financial advice
before signing this letter.]
[Investor name][I] confirm[s] that [it/I] shall not sell,
transfer, pledge or grant an option, or other right over, or
otherwise dispose of [its/my] shares in the Company until at least
the conclusion of the proposed General Meeting to approve the
issuance of the LS Options (if required), or as otherwise approved
by the board.
[I, the signee, have full power and authority to sign this
letter on behalf of [--] which is a binding obligation upon
it.]
[Signed for and on behalf of [Investor Name],][Signed by:]
Enquiries:
ECSC Group plc
Nigel Payne (Non-Executive
Chairman)
Ian Mann (Chief Executive
Officer)
Lucy Sharp (Chief Operating
Officer)
www.ecsc.co.uk +44 (0) 1274 736 223
------------------------------ -----------------------
Stockdale Securities
(NOMAD and Broker) +44 (0) 20 7601 6100
------------------------------ -----------------------
Robert Finlay
Hanan Lee
------------------------------ -----------------------
Yellow Jersey PR (PR
& IR)
Alistair de Kare-Silver +44 (0) 7825 916 715
Felicity Winkles +44 (0) 7748 843 871
------------------------------ -----------------------
Notes to Editors
ECSC is a proven provider of cyber security services with a
blue-chip client base that offers a comprehensive range of
solutions.
The Company has over 16 years' experience in the design,
implementation and management of cyber security solutions. ECSC's
consultancy-led approach, and its combination of custom
methodologies and in-house proprietary technologies, enables the
Company to provide individually tailored services to its clients.
The Company has significant intellectual property, including
bespoke products delivering remotely managed cyber security
services and custom-made internal support and delivery systems.
The Company listed on AIM in December 2016 to accelerate its
growth strategy and to take advantage of the importance attached to
cyber security by company boards as a result of the recent
proliferation of high profile cyber security breaches.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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