TIDMSND
RNS Number : 3376B
Sondrel (Holdings) plc
01 June 2023
01 June 2023
Sondrel (Holdings) plc
("Sondrel", the "Company" and together with its subsidiaries the
"Group")
Posting of Annual Report, Notice of AGM and Proposed Share
Option Plans
Sondrel (AIM: SND), the fabless semiconductor business providing
turnkey services in the design and delivery of 'application
specific integrated circuits' ("ASICs") and 'system on chips'
("SoCs") for leading global technology brands, announces that the
Company's annual report and accounts for the year ended 31 December
2022 ("2022 Annual Report") and notice of the Company's 2023 Annual
General Meeting ("Notice of AGM"), which will be held at 1.00p.m.
on 27 June 2023 at the offices of Cenkos Securities, 6-8 Tokenhouse
Yard, London EC2R 7AS, have been sent to shareholders and are now
available to view on the Company's website at
https://ir.sondrel.com/investors.
As stated in the Company's admission document dated 13 October
2022, the Directors believe that the success of the Group will in
part depend on the Group's ability to continue to attract and
retain talent. With no further options capable of being issued
under the Company's historical share option scheme, the Directors
stated that they would consider the implementation of new incentive
arrangements, suitable for a Company admitted to trading on AIM, in
due course following admission.
Having received independent professional advice on the proposed
arrangements, resolutions 10 to 12 to be proposed at the AGM deal
with the Company's proposal to establish the Sondrel (Holdings) PLC
Enterprise Management Incentive Plan (the "EMI Plan"), the Sondrel
(Holdings) PLC Non-Tax Advantaged Plan (which is Part II of the EMI
Plan) (the "Unapproved Plan"), the Sondrel (Holdings) PLC
Restricted Stock Unit Plan (the "RSU Plan") and the Sondrel
(Holdings) PLC 2023 Phantom Cash Plan (the "Phantom Plan")
(together, the "Plans").
The Plans are being proposed to retain, reward and incentivise
key employees ("Participants"). The Company considers the Plans
essential in order to recruit, retain and reward key employees for
the benefit of the Company and its members.
As at the date of this announcement, the Company has 3,120,000
options over new ordinary shares in the Company in issue
representing 3.6 per cent. of the Company's issued share capital.
Awards made under the Plans will be notified in due course.
The maximum number of Ordinary Shares in respect of which
options may be granted under the Company's share incentive
arrangements at any time operated by the Company shall not exceed
10 per cent. of the Company's issued share capital in any 10 year
period.
Further details of the Plans are set out below and in the Notice
of AGM.
Sondrel (Holdings) plc Via Buchanan
Graham Curren, CEO Tel: +44 (0) 20 7466
5000
Joe Lopez, CFO
Cenkos Securities plc Tel: +44 (0)20 7397
8900
Ben Jeynes / Katy Birkin / George Lawson
- Corporate Finance
Alex Pollen / Michael Johnson - Sales
Buchanan Communications Tel: +44 (0) 20 7466
5000
Chris Lane sondrel@buchanan.uk.com
Stephanie Whitmore
Jack Devoy
Abby Gilchrist
About Sondrel
Sondrel is a UK-based fabless semiconductor company specialising
in high end, complex digital Application Specific Integrated
Circuits (ASICs) and System on Chips (SOCs). It provides a full
turnkey service in the design, prototyping, testing, packaging and
production of ASICs and SoCs.
The Company is one of only a few companies capable of designing
and supplying the higher-spec chips built on the most advanced
semiconductor technologies, selling into a range of hyper growth
end markets such as high-performance computing, automotive,
artificial intelligence, VR/AR, video analytics, image processing,
mobile networking and data centres. Sondrel designs have enabled
products by leading technology brands including Apple (iPhone),
Sony (PlayStation), Meta's (Oculus), Samsung, Google and Sony
smartphones, JVC (prosumer camcorders), Tesla and Mercedes-Benz
cars.
Sondrel is well-established, with a 20-year track record of
successful delivery, supported by long standing ecosystem
partnerships including Arm, TSMC and Samsung. Headquartered in the
UK, Sondrel has a global presence with offices in UK, USA, China,
India and Morocco.
For more information please visit: www.ir.sondrel.com .
Details of the Plans
Resolutions 10 to 12 - Approval of Share Plans (Ordinary
Resolutions)
Background
These resolutions deal with the Company's proposal to establish
the Sondrel (Holdings) plc Enterprise Management Incentive Plan
(EMI Plan), the Sondrel (Holdings) plc Non-Tax Advantaged Plan
(which is Part II of the EMI Plan) (Unapproved Plan), the Sondrel
(Holdings) plc Restricted Stock Unit Plan (RSU Plan) and the
Sondrel (Holdings) plc 2023 Phantom Cash Plan (Phantom Plan,
together with the EMI Plan, Unapproved Plan and RSU Plan, the
Plans). The Plans have been proposed to retain, reward and
incentivise key employees (Participants). The Company considers the
Plans essential in order to recruit, retain and reward key
employees for the benefit of the Company and its members.
Eligibility
Any employee (including an executive director) of the Company or
any of its subsidiaries will be eligible to participate in the
Plans at the discretion of the Board or the Remuneration and
Nomination Committee as applicable.
Form of awards
The EMI Plan will enable the Company to grant tax-efficient
enterprise management incentive options to employees, in order to
allow the Participants to acquire Ordinary Shares (EMI Options) in
the Company, which vest over a 48-month period from the date of
grant.
The Unapproved Plan will enable the Company to grant non-tax
advantaged share options to employees, in order to allow
Participants to acquire Ordinary Shares (Unapproved Options) in the
Company, which vest over a 48-month period from the date of
grant.
The RSU Plan will enable the award of restricted stock units
(RSUs) to Participants in the United States of America (US).
The Phantom Plan is intended to enable the award of cash bonuses
to Participants not in the United Kingdom (UK) nor the US. This
will broadly mirror the gain that would have been realised if an
Option had been exercised on the day it vested (Phantom
Shares).
Structure of the Plans
EMI Plan
EMI Options granted under the EMI Plan will typically be granted
at market value (although the EMI Plan allows the EMI Options to be
granted with a discounted or nil exercise price). The EMI Options
shall, where possible, meet the requirements to qualify as
Enterprise Management Incentive (EMI) under the provisions of
Schedule 5 to the Income Tax (Earning and Pensions) Act 2003
(Schedule 5) and therefore qualify for the EMI tax reliefs
available to UK taxpayers. The potential tax treatment for
Participants of the EMI Plan is of a capital nature rather than
being subject to Income tax and National Insurance Contributions
(NICs) on the growth in value of the underlying Ordinary Shares
from the date of grant. The exercise price payable in order to
acquire shares under the EMI Plan will generally be based on the
market value on the date of grant.
Unapproved Plan
Unapproved Options granted under the Unapproved Plan will be on
broadly similar commercial terms to options granted under the EMI
Plan, but they will not be granted under the provisions of Schedule
5 and as a result will be subject to income tax and NICs on the
date of exercise on the amount by which the market value of the
Ordinary Shares acquired exceeds the exercise price.
RSU Plan
The RSU Plan will allow for the grant of awards under the RSU
Plan (RSU Awards) to employees based in the US and will deliver
free shares on, or shortly after, the date that the RSU Awards
vest.
The Company's intention is to set up and fund an Employee
Benefit Trust (EBT) to acquire Ordinary Shares which will be used
to satisfy RSU Awards on vesting.
Phantom Plan
Awards granted under the Phantom Plan (Phantom Awards) will be
made to employees on terms which broadly mirror the terms of an
Option granted under the Unapproved Plan. However, Participants
will be entitled to receive a cash bonus equal to the amount by
which the market value of the notional number of Ordinary Shares
subject to the Phantom Award exceeds the exercise price on the date
on which the Phantom Award vests.
On vesting of Phantom Shares the participant will receive a cash
payment via payroll. The cash payment will depend on the value of
Ordinary Shares on vesting. There shall be no exercise price or
purchase price payable. The Phantom Plan will be initially
available to Indian and Moroccan employees with the possibility of
expanding this plan to other jurisdictions in the future.
Pensions
Gains and benefits received under the Plans will not be
pensionable.
A copy of the EMI Plan rules (incorporating the Unapproved Plan
rules) (EMI Rules), RSU Plan rules (RSU Rules) and Phantom Plan
rules (Phantom Rules) are available for inspection at the place of
the AGM for at least 15 minutes prior to, and during, the meeting.
A copy of the EMI Rules, RSU Rules and Phantom Rules will be
available for inspection at Sondrel (Holdings) plc, Sondrel House
Theale Lakes Business Park, 9 Moulden Way, Sulhamstead, Reading,
RG7 4GB (except Saturdays, Sundays and public holidays) from the
date of this Notice up to and including the date of the AGM.
Grant of awards under the Plans
Awards under the Plans may only be granted to Participants
within the six-week period following (a) the approval of the Plans
by shareholders, (b) announcement of the Company's results for any
period, (c) in relation to any person the day on which the person
first joins the group, or (d) any day on which the Remuneration and
Nomination Committee determines that exceptional circumstances
exist. However, if the Company is restricted from granting in any
such period, awards may be granted in the period of six weeks
following the relevant restriction being lifted.
Vesting schedule and performance conditions
EMI Options, Unapproved Options, RSU Awards and Phantom Awards
(all together, Awards) are all subject to the same vesting
schedule. On the vesting date, EMI Options and Unapproved Options
will be exercisable. On the vesting dates, RSU Awards and Phantom
Awards will immediately be settled. The vesting schedule of the
initial awards is as follows:
-- 24 months after the date of grant, 50% will vest.
-- 36 months after the date of grant, 25% will vest.
-- 48 months after the date of grant, 25% will vest.
The Remuneration and Nomination Committee or the Board (as
applicable) can, in its absolute discretion, adjust the vesting
schedules for future awards under the Plans as it sees fit.
The initial Awards will not be subject to any performance
conditions. However, the Remuneration and Nomination Committee
and/or the Board as applicable will determine whether future Awards
are subject to performance conditions.
Corporate event
In the event of a change of control of the Company, Awards will
vest and Options may be exercised to the extent vested. However,
the Remuneration and Nomination Committee or the Board as
applicable in their absolute discretion may determine that some or
all of the unvested Awards shall vest. Options will then be
exercisable for a short period following which they shall
lapse.
In the event of an internal reorganisation, Participants will be
permitted to exchange their Awards for equivalent awards which
relate to shares in a different company.
If notice of a voluntary winding up of the Company is given, the
Company shall notify all Participants as soon as practicable and
any options shall be exercisable conditional on the resolution
being passed.
Leaver provisions
Awards will be subject to good and bad leaver provisions.
A "Good Leaver" will be a participant who ceases to be an
employee because of any of ill health, injury, disability, death or
where the Board so determines in its discretion. Being a Good
Leaver will mean the participant may keep and exercise a time
pro-rated proportion of the Options. RSU Awards or Phantom Awards
will also vest, based on the number of days which have elapsed
between the date of grant and the date of cessation or death (as
applicable) as compared to the number of days in the vesting
schedule.
A "Bad Leaver" will be a participant who ceases to be an
employee and is not classified as a Good Leaver. If a participant
is a Bad Leaver their Awards shall lapse immediately.
Exercise & vesting
Once vested, options will then normally be exercisable until the
10th anniversary of the date of grant. Options will not vest and be
exercised while disciplinary proceeds are underway against the
Participant or their conduct is being investigated.
To exercise an option the Participant is required to provide a
notice of exercise in a form prescribed by the Board and payment of
the exercise price. A notice of exercise is available from the
Board on request.
RSU Awards do not require a notice of exercise for Participants
to receive their Ordinary Shares subject to the RSU Awards.
Ordinary Shares will be issued shortly after vesting.
Any Ordinary Shares or cash that are to be issued, transferred
or paid (as appropriate) to a participant in respect of a vested
RSU Award or Phantom Award or an exercised option will be issued,
transferred or paid (as appropriate) within 30 days of the date of
vesting or exercise (as appropriate). A notice of exercise is not
required for Participants to receive their cash bonus under the
Phantom Plan. The cash bonus will be paid shortly after
vesting.
Payroll
There should be no obligation to operate payroll on the exercise
of qualifying, market value EMI Options. Gains on the Unapproved
Plan, RSU Plan, and Phantom Plan will be subject to payroll and
appropriate employers' social security.
Company Limits
The number of Ordinary Shares that may be issued pursuant to the
grant awards under the EMI Plan and Unapproved Plan when aggregated
with the number of Ordinary Shares issued or issuable pursuant to
any other share option plan operated by the Company shall not
exceed 10% of the Company's issued ordinary share capital at the
relevant date of grant.
The number of Ordinary Shares that may be issued pursuant to the
grant awards under the RSU Plan shall not exceed 5% of the
Company's issued ordinary share capital at the relevant date of
grant. For the avoidance of doubt, shares transferred out of
treasury count towards this limit, as do shares issued or issuable
to the trustee of an employees' trust. However, shares issued or
issuable to the trustee of an employees' trust are not counted a
second time if such shares are subsequently used to satisfy
awards.
The overall limit for new awards under the EMI Plan, Unapproved
Plan and RSU Plan is 15% of the Company's issued ordinary share
capital at the relevant date of grant.
The limit for the Company on the value of its Ordinary Shares
that can be subject to options granted under the EMI Plan in total
based on the share price on the date of grant is GBP3 million.
Individual limits
EMI Plan and Unapproved Plan
The Company may not grant an option or options to any
participant if that grant would result, in the aggregate market
value of Ordinary Shares subject to the options made to that
participant in that year exceeding 100% of the Participant's base
salary (as determined at the proposed date of grant).
Schedule 5 includes the limit on the total value of Ordinary
Shares under options granted under the EMI Plan that any
Participant can receive is GBP250,000 based on the market value on
the date of grant of the options.
RSU Plan
The Company may not grant an award to any Participant if that
grant would result, in the aggregate market value of Ordinary
Shares subject to the award made to that Participant in that year
exceeding 200% of the Participant's base salary (as determined at
the proposed date of grant).
Phantom Plan
The Company may not grant an award to any Participant if that
grant would result in the aggregate market value of Ordinary Shares
subject to the award made to that Participant in that year
exceeding 100% of the Participant's base salary (as determined at
the proposed date of grant).
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END
MSCGIGDLGXGDGXB
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June 01, 2023 04:34 ET (08:34 GMT)
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