TIDMKWG
RNS Number : 5497Y
Kingswood Holdings Limited
09 May 2019
9 May 2019
KINGSWOOD HOLDINGS LIMITED
("Kingswood", the "Company" or the "Group")
Long Term Incentive Plan Awards
Kingswood Holdings Limited (AIM: KWG), trading as Kingswood, the
integrated wealth management group, is pleased to announce the
granting of Long Term Incentive Plan 2019 ("2019 LTIP") awards to
Directors of the Company, recent additions to the team and select
team members in order to align them with the delivery of future
long term goals (the "Awards"). Kingswood is committed to an
employee ownership model and earlier this year rolled out a new
organisation and title structure, culminating in the creation of
the first group of Managing Directors and Partners in the firm.
The 2019 LTIP has been established to incentivise Board members
and staff to reinforce shareholder value over the long term.
Director Awards
The following Awards under the 2019 LTIP are options over
ordinary shares of the Company with an exercise price of 5 pence
and were granted to certain Directors of the Company (the "LTIP
Directors") on [9] May 2019 (the "Director Awards"). The LTIP
Directors currently hold no other share options in the Company.
Name Role Number of options Exercise Vesting Date
granted under Price
the Award (p)
Gary Wilder Chief Executive Officer 5,000,000 5.0 09/05/2022
------------------------- ------------------ --------- -------------
Graydon Butler Chief Operating Officer 3,000,000 5.0 09/05/2022
------------------------- ------------------ --------- -------------
Buzz West Non-Executive Chairman 3,000,000 5.0 09/05/2022
------------------------- ------------------ --------- -------------
Non-Executive Deputy
Jonathan Massing Chairman 5,000,000 5.0 09/05/2022
------------------------- ------------------ --------- -------------
David Hudd Non-Executive Director 1,500,000 5.0 09/05/2022
------------------------- ------------------ --------- -------------
These Director Awards are subject to a three-year performance
period followed by a holding period of two years and are further
subject to claw back and malus provisions. The Director Awards are
linked to the Group's growth measured against performance targets
summarised below:
50 per cent of the Director Award is subject to the Group
achieving the following EBITDA targets:
Performance period EBITDA target % of EBITDA element vesting
FY19 GBP2.5m 33.3
--------------- ----------------------------
FY20 GBP4.0m 33.3
--------------- ----------------------------
FY21 GBP5.4m 33.3
--------------- ----------------------------
The EBITDA element of the Director Award is also conditional on
the Company's share price being not less than 18.9 pence per share
(200 per cent. of 20 day average closing mid price prior to grant
of the Director Awards) at the end of the three year performance
period.
The remaining 50 per cent of the Director Award is subject to
achieving the following total shareholder return ("TSR") target (20
day average closing mid price at the end of the third year adjusted
for any other shareholder returns):
Performance tier Share price at % of TSR element vesting
31/12/21
Below threshold <50p 0%
---------------- -------------------------------
Threshold 50p 70%
---------------- -------------------------------
Maximum 60p 100%
---------------- -------------------------------
Between threshold and Between 50p and 70-100% pro-rata on a straight
maximum 60p line basis
---------------- -------------------------------
These Director Awards represent 10.9 per cent of the current
issued share capital of the Company.
Buzz West, Chairman, Kingswood, said: "The 2019 LTIP has been
established to ensure that the incentivisation of the Company's
Board is effective and fair and motivates the Directors to deliver
success for the Group, its shareholders and employees over the long
term".
Related party transaction
The LTIP Awards to each of the LTIP Directors are considered a
related party transaction pursuant to rule 13 of the AIM Rules.
Accordingly, Jonathan Freeman who is an independent director for
the purposes of the LTIP Awards, considers, having consulted with
finnCap Ltd, the Company's Nominated Adviser, that the terms of the
LTIP Awards are fair and reasonable insofar as shareholders are
concerned.
Senior Management Awards
A further 8,750,000 awards have been made to members of senior
management, with a vesting date of 31 December 2021, three-year
performance period, two-year holding period, claw back and malus
provisions, bringing the total awards made to senior management to
19,100,000 awards under this scheme.
Depending on the recipient of the awards, some will be subject
to Group target EBITDA and TSR performance conditions (as above),
with the remainder subject to Group target EBITDA targets (as
above) and individual portfolio targets (including Assets Under
Management / Assets Under Administration, revenue and profit).
To date, including the Director Awards, a total of 36,600,000
awards have been made under the 2019 LTIP, representing 22.8% of
the Company's issued share capital.
Buzz West, Chairman, Kingswood, said: "The Remuneration
Committee is keen to ensure that the rewards of the Company's
senior team are structured to ensure that they will be effective,
fair and motivate them to deliver success for the Group, its
shareholders and employees over the long term".
The information below is provided in accordance with the
requirements of Article 19(3) of the EU Market Abuse Regulation No
596/2014.
For further details, please contact:
Kingswood Holdings Limited +44 (0)20 7293 0730
Gary Wilder / Patrick Goulding www.kw-wealth.com
finnCap Ltd (Nomad and Broker) +44 (0)20 7220 0500
Ed Frisby / Scott Mathieson / Anthony Adams (Corporate
Finance)
Tim Redfern / Richard Chambers (ECM)
Greentarget (for media) +44 (0)20 7324 5480
Jamie Brownlee
About Kingswood
Kingswood Holdings Limited (trading as Kingswood) is an
AIM-listed (AIM: KWG) integrated wealth management group, with more
than 4,500 active clients and c.GBP2 billion of Assets Under
Management and Advice. It has a growing network of offices in the
UK including London, Manchester, Cheltenham, Maidstone, Worcester,
Beverley and Abingdon, and an office in Johannesburg, South
Africa.
Kingswood offers a portfolio of services to its clients, which
range from private individuals to some of the UK's largest
universities and institutions, including investment advice and
management, personal and company pensions, wealth planning, and
stockbroking. Kingswood is focused on becoming a leading player in
the wealth management market through targeted acquisitions in the
UK, with the ultimate goal of creating a global business through
strategic partnerships and its ambition is to gain a foothold in
the US market in the near future.
1. Details of the Person discharging managerial responsibilities
("PDMR") / person closely associated with them ("PCA")
a) Name Gary Wilder
Graydon Butler
Kenneth "Buzz" West
Jonathan Massing
Jonathan Freeman
David Hudd
------------------------------ ---------------------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------------------
a) Position / status Gary Wilder Chief Executive Officer
Graydon Butler Chief Operating Officer
Kenneth "Buzz" Non-Executive Chairman
West
Jonathan Massing Non-Executive Deputy Chairman
David Hudd Non-Executive Director
------------------------------ ---------------------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------------ ---------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a) Name Kingswood Holdings Limited
------------------------------ ---------------------------------------------------
b) Legal Entity Identifier 213800DX97OROHY26686
------------------------------ ---------------------------------------------------
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 Options over ordinary shares of
financial instrument 5 pence each in the Company
------------------------------ ---------------------------------------------------
b) Nature of the transaction Award of options under the 2019
LTIP
------------------------------ ---------------------------------------------------
c) Price(s) and volume(s) Name Price(s) Volume(s)
Gary Wilder 5p 5,000,000
--------- ----------
Graydon Butler 5p 3,000,000
--------- ----------
Kenneth "Buzz"
West 5p 3,000,000
--------- ----------
Jonathan Massing 5p 5,000,000
--------- ----------
David Hudd 5p 1,500,000
--------- ----------
------------------------------ ---------------------------------------------------
d) Aggregated information
* Aggregated volume
5p exercise price
* Aggregated price
------------------------------ ---------------------------------------------------
e) Date of the transaction(s) [9] May 2019
------------------------------ ---------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------------ ---------------------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DSHEAFSNESDNEFF
(END) Dow Jones Newswires
May 09, 2019 07:55 ET (11:55 GMT)
Kingswood (LSE:KWG)
Historical Stock Chart
From Apr 2024 to May 2024
Kingswood (LSE:KWG)
Historical Stock Chart
From May 2023 to May 2024