TIDMINSE
RNS Number : 5661L
Inspired Energy PLC
20 July 2017
20 July 2017
Inspired Energy plc
("Inspired" or the "Company")
Implementation of Long Term Incentive Plan
Inspired Energy (AIM: INSE), a leading UK energy procurement
consultant to UK and Irish corporates and SMEs, announces the
implementation of a new Long Term Incentive Plan ("LTIP") that has
been adopted by the Board, together with grants under the LTIP to
Mark Dickinson, Chief Operating Officer, and Paul Connor, Finance
Director (together the "Executives").
Background
To date, the Company has not had a long-term equity incentive
plan in place. The LTIP has been established to incentivise the
Executives, who currently have limited equity interests in the
Group, to deliver long-term value creation for shareholders and
ensure alignment with shareholder interests. The structure of the
awards is designed as a program of awards over a six year period
("Award Period") which the Board believes will reward and
incentivise the Executives to deliver sustainable and managed
growth for the Company.
Size of grant
The Company has today issued 14,850,000 ordinary shares to
Inspired Energy EBT Limited as trustee of the Inspired Energy plc
Employee Benefit Trust ("EBT"). These shares ("JSOP Award") will be
held by the trustee for the joint benefit of itself and the
Executives. The JSOP Award vests in three separate tranches which
are individually governed by achievement of adjusted EPS
performance targets over a three year period, as set out in the
table below. Should there be a change in control of the Company, by
way of an offer for the entire issued share capital of the Company,
during the Award Period the JSOP Award will automatically vest in
full.
EPS Target FY17 FY18 FY19 FY20 FY21 Total
Set
--------- ---------------- ---------- ---------- ---------- ---------- ---------- -----------
Mark Dickinson
Target for
3 years ended
Dec 19, set
Tranche at time of
1 award 1,100,000 1,100,000 1,100,000 3,300,000
Target for
3 years ended
Tranche Dec 20, set
2 at 1 Jan 2018 1,100,000 1,100,000 1,100,000 3,300,000
Target for
3 years ended
Tranche Dec 21, set
3 at 1 Jan 2019 1,100,000 1,100,000 1,100,000 3,300,000
1,100,000 2,200,000 3,300,000 2,200,000 1,100,000 9,900,000
Paul
Connor
Target for
3 years ended
Dec 19, set
Tranche at time of
1 award 550,000 550,000 550,000 1,650,000
Target for
3 years ended
Tranche Dec 20, set
2 at 1 Jan 2018 550,000 550,000 550,000 1,650,000
Target for
3 years ended
Tranche Dec 21, set
3 at 1 Jan 2019 550,000 550,000 550,000 1,650,000
550,000 1,100,000 1,650,000 1,100,000 550,000 4,950,000
1,650,000 3,300,000 4,950,000 3,300,000 1,650,000 14,850,000
========== ========== ========== ========== ========== ===========
Note:
The table above represents the maximum number of ordinary shares
available for each participant in each year under the LTIP subject
to achievement of adjusted EPS performance targets.
The Executives will benefit from the growth in value of their
respective JSOP Award from the date of grant. The Executives also
hold a nil cost option over the EBT's interest in the JSOP Award
which may be exercised in certain circumstances. The subscription
monies for these ordinary shares have been satisfied in cash
advanced by the Company to the EBT.
Adjusted earnings per share ("Adjusted EPS")
The JSOP Award vests subject to the achievement of Adjusted EPS
performance targets. Adjusted EPS will be calculated by taking the
net attributable profit and adjusting by:
-- adding back acquisition related amortisation items;
-- adding back exceptional items;
-- adding back share based payments charge; and
-- removing any impact (positive or negative) of any deferred tax.
The resultant figure is then divided by the number of ordinary
shares in issue on a fully diluted basis.
Vesting Performance Conditions
Tranche 1
The JSOP Award in respect of Tranche 1 will vest on the
achievement of an Adjusted EPS of 1.34p, 1.52p and 1.66p for FY17,
FY18 and FY19 respectively. Should Adjusted EPS fall below these
target levels in any of the financial years, the award for that
financial year will be lost and not be capable of vesting by the
Executives.
Tranches 2 and 3
The remuneration committee will, on 1 January 2018 and 1 January
2019 respectively, determine the Adjusted EPS targets for Tranche 2
and 3 respectively. The Adjusted EPS targets for Tranche 2 will
cover the three financial years ending 31 December 2020 and for
Tranche 3 will cover the three financial years ending 31 December
2021. The targets set by the remuneration committee for both
Tranches 2 and 3 represent a target below which none of the award
will vest to the Executives for that financial period (the
"Threshold Targets").
For both Tranches 2 and 3, the criteria for full vesting of
Awards will be set at 110% of the Threshold Targets (the "Maximum
Targets") for each financial year within each Tranche, with the
amount vesting rising on a straight line basis between the
Threshold Target and the Maximum Targets.
As part of the Tranche 2 and 3 awards, if the Threshold Target
is not achieved in any given year, then the Executives will not
receive the share awards attributable to that financial year and
will have no means of recovery. If the Threshold Target is
achieved, but the Maximum Target not met to enable vesting of the
full award, the Executives will have the opportunity to recover the
part of the award that did not vest in that financial year by
achieving Adjusted EPS above the Maximum Target in a subsequent
year, within that Tranche of awards, whereby the value of Adjusted
EPS above the Maximum Target is deemed to be carried back into the
prior financial years and used to calculate a revised Adjusted EPS
for that prior year.
In order to further align the LTIP with Shareholder interests,
the Board have set a cap on maximum leverage of 2x EBITDA for any
financial year which is subject to the LTIP. In financial years
where leverage is above this level, vesting in respect of that
financial year, under any of Tranche 1, 2, or 3, would be zero,
unless specifically agreed by the Board.
Exercise and Hold Period
The Executives will only become fully entitled to the JSOP Award
in respect of each tranche at the end of the three year period
relating to that tranche. The Executives will be empowered to sell
up to 50% of the JSOP Award at the end of the three year period
with the balance being subject to an undertaking that they will not
dispose of any further ordinary shares subject to that award for a
period of 12 months, except in very limited circumstances.
Accordingly, 50% of Tranche 1 awards could be sold in FY20 and a
further 50% in FY21 or beyond. Similarly, the earliest sale date of
Tranche 3 JSOP Award, would be in FY22 in respect of 50% of the
award and FY23 or later in respect of the remaining 50% of the
award.
Application for admission
Application has today been made to the London Stock Exchange for
the admission of the 14,850,000 new Ordinary Shares ("New Shares").
The New Shares are expected to be admitted to trading on AIM on 25
July 2017. The New Shares will, on admission, represent 2.62% of
the Company's issued share capital.
Following the admission, the Company will have 567,551,574
ordinary shares in issue. All dividend and voting rights comprised
in the JSOP Award are waived whilst jointly held by the relevant
Executive and the trustee of the EBT.
Commenting on the LTIP, Janet Thornton, Chief Executive of
Inspired, said: "Mark and Paul are key executives who are both
important to the long term value of the Company. By aligning the
interests of Mark and Paul to our shareholders and by incentivising
them over the long term, the Board believes that the Company will
benefit significantly from their drive, energy and experience over
the next six years. We are delighted to have them on board and we
look forward to continuing the development of the business and to
executing our exciting growth strategy of organic and acquisitive
growth."
Enquiries:
Inspired Energy plc
Janet Thornton, Chief Executive +44 (0) 1772 689250
Paul Connor, Finance Director www.inspiredenergy.co.uk
Shore Capital (Nomad and Joint
Broker)
Bidhi Bhoma
Edward Mansfield +44 (0) 20 7408 4090
Panmure Gordon (Joint Broker)
Ben Thorne
Erik Anderson +44 (0) 20 7886 2500
Gable Communications +44 (0) 20 7193 7463
Justine James +44 (0) 7525 324431
John Bick inspired@gablecommunications.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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