Intercede Group PLC Amendments to LTIP (3943K)
21 August 2012 - 8:00AM
UK Regulatory
TIDMIGP
RNS Number : 3943K
Intercede Group PLC
21 August 2012
21 August 2012
Intercede Group plc
("Intercede" or "the Company"))
Changes to Long Term Incentive Plan (LTIP)
Intercede is pleased to announce that, following consultation
with the Company's major shareholders, the Remuneration Committee
has approved certain changes to the performance conditions attached
to awards made under the Company's LTIP on 16 August 2011. The
changes are a result of Richard Parris, the Company's Chairman
& Chief Executive, communicating to the Remuneration Committee
that he would not exercise options until the price per ordinary
share exceeded 200p.
In considering this communication, the Remuneration Committee
noted that Intercede's recently announced strategy of accelerated
investment in technology development and the expansion of its US
footprint and capabilities was not consistent with an EPS
performance target under the LTIP. The Remuneration Committee
consider, having taken appropriate advice, that the change in
strategy represents an event under the terms of the LTIP that
allows a change to performance targets to be made.
Consequently the Remuneration Committee has removed the three
year EPS performance target from the LTIP awards made in August
2011 and replaced it with a share price target of 200p per ordinary
share as well as extending the vesting period to seven years from
the date of the original award. In order to exercise the option, an
average share price of 200p per ordinary share must be achieved
over 30 consecutive dealing days during the period between three
years and seven years from the date of the original award.
In addition, participants have agreed to the insertion of a
further performance condition. In the event of a recommended offer
for the Company at any price below 125p per ordinary share, the
option will only be exercisable over such number of shares that are
equivalent in value to the difference between 56p (being the
mid-market share price at the time of the original grant of 57p
less the 1p exercise price) and the offer price. This also means
that the option would not be exercisable at all at a recommended
offer price of less than 57p. At any price above 125p, or in the
event of an offer that is not recommended by the Board, the option
vests in full.
All other terms and conditions of the LTIP remain unchanged.
Royston Hoggarth, the Chairman of the Remuneration Committee
said: "Intercede is a global software company that needs to invest
to increase its market penetration and long term valuation. The
Remuneration Committee consider an overall share price target more
appropriately aligns the interests of the beneficiaries of the LTIP
and shareholders than a short or medium term EPS performance
target. The willingness by Richard to communicate a share price
target that is over three times higher than the price today, and
the agreement by participants to the takeover condition,
demonstrates their confidence and belief in the business."
ENQUIRIES
Intercede Group plc Tel. +44 (0)1455 558111
Richard Parris, Chairman
& Chief Executive
Andrew Walker, Finance
Director
FinnCap Tel. + 44 (0)20 7220
0500
Stuart Andrew/Rose Herbert,
Corporate Finance
Joanna Weaving, Corporate
Broking
Pelham Bell Pottinger Tel. +44 (0)20 7861 3112
Archie Berens
About Intercede
Intercede(R) is a security software provider whose MyID(R)
identity management platform enables global organisations and
governments to create trusted digital identities for employees and
citizens on secure devices such as smartcards, smartphones and
tablets. MyID enables the protection of IP, assets, and digital
content, delivering trusted digital identities as the cornerstone
of cyber security strategies for government, defence, financial
services and other industries.
The Company operates in global markets (including the US, Europe
and Middle East) and works with large international partners
including BT, Gemalto, HP, Microsoft, Oberthur, SafeNet, Symantec
and Thales to deliver flexible digital identity solutions that are
interoperable with other existing technologies and which are
tailored to customer needs.
Corporations such as Boeing, Booz Allen Hamilton and Lockheed
Martin,and governments including the USA, UK and Kuwait, trust
Intercede's deep expertise to deliver effective solutions. The
company's technology achievements reflect an investment of 300 plus
man years of development, exemplary speed of deployment and
adherence to international standards including FIPS 201, where MyID
was the first electronic personalization product to obtain
GSAapproval. This trust is reflected in Intercede's rate of repeat
business with its customers, which typically runs at 70-80% of
annual revenues.
Intercede has been developing ID management systems since 1992
and MyID is currently deployed by end customers located in 24
countries. The company is headquartered in the UK, listed on the
London Stock Exchange AIM: IGP and ISO 9001 and TickIT
certified.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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