TIDMTEAM
RNS Number : 1928L
Team PLC
12 May 2022
12 May 2022
TEAM PLC
Changes to Management Incentive Plan
TEAM plc ("TEAM"), the wealth, asset management and
complementary financial services group, further to the announcement
made earlier this morning regarding the proposed acquisition of
Concentric and Subscription to raise GBP2.65 million before
expenses, the Company announces that it has made changes to the
Management Incentive Plan ("MIP") as set out in the admission
document of the Company, dated 2 March 2021 (the "Admission
Document").
The Company set up the TEAM plc MIP in order to ensure employees
of the Company are well motivated and identify closely with the
success of the Group. The Company's remuneration committee (the
"Remuneration Committee") committed to make decisions about
participation, size and timing of awards following the IPO of the
Company.
Following consultation with major shareholders, the Remuneration
Committee has agreed to proceed with grants under the MIP, but with
amended participation, size and timing from that set out at the
IPO. In summary the grants will be as follows:
- The performance criteria under the MIP, as set out in the
Admission Document, were based around the share price performance
of the Company being at least 100 per cent. above the IPO price of
the Company, being the base price. The Remuneration Committee have
re-set the base price to the Subscription Price
- The maximum dilution under the MIP has been reduced from 12.5
per cent to 8.5 per cent., as Mark Clubb, Executive Chairman, is no
longer a participant of the MIP. Previously, it had been proposed
Mark Clubb would be granted 4.0 per cent. of the proposed 12.5 per
cent. set aside under the MIP
- One-third of the MIP will be set with reference to the TEAM
plc share price, with full pay out where the share price is twice
the Subscription Price
- Two-thirds of the scheme will be set with reference to the
TEAM plc market capitalisation, with full pay out where the market
capitalisation is equal to or exceeds GBP40m
- A hold period of 12 months is required for any Ordinary Shares
issued under the MIP. Previously, there were no hold periods under
the MIP.
Provided below are the details of who is participating in the
MIP and the grants to be made by the Remuneration Committee.
1. Overview
The TEAM plc Management Incentive Plan (the "Management
Incentive Plan") involves the issue to 3 selected participants
(Matthew Moore, Jason Jones and Anthony Wilshin (the
"Participants")) of a new class of shares, namely the A Ordinary
Shares (the "A Ords") in TEAM Midco Limited ("Midco"), a Jersey
incorporated intermediary holding company interposed between the
Company and its trading subsidiaries. The rights and obligations of
the A Ords holders are substantially set out in the articles of
association of Midco (the "Midco Articles"). The Management
Incentive Plan has been structured on the basis that the value of
Midco will at all material times be the same as the value of the
Company.
The A Ords, as a class, will give the Participants the
opportunity to share in up to 8.5% of the value of the Company.
Once an Exercise Notice (as defined below) has been served on Midco
by a Participant, the A Ords of that Participant will be acquired
by the Company and in consideration, the Company will acquire the A
Ords from, and issue to, the Participant new listed TEAM Shares
equal to the Accrued Value (as defined at para 3.5 below), pursuant
to share purchase provisions in the Midco Articles.
The Midco Articles specify that each Participant will be
entitled at any time during the "Exercise Period" (the period
between the second and fourth anniversary of the Issue Date) to
serve an "Exercise Notice" on Midco, specifying the number of A
Ords that the Participant wants to sell and the "Calculation Date"
by reference to which the Accrued Value will be calculated.
Following the service of an Exercise Notice, the Accrued Value
of the A Ords will be calculated as at the specified Calculation
Date, and the Participant will sell his A Ords to the Company as
consideration for the issue of the number of TEAM Shares as is
equal to the Accrued Value.
If an Exercise Notice is not served by the Participant within
the Performance Period (being, the period expiring on the fourth
anniversary of the Issue Date), the A Ords will convert into
deferred shares at the end of the Performance Period. Deferred
shares have virtually no rights and are effectively worthless,
economically.
2. Administration, eligibility and grant procedure
The Management Incentive Plan will be administered by the board
of directors of Midco, acting on the direction and recommendation
of the Board (or the remuneration committee), which has made
decisions as to the participation, size and timing of awards.
The award of A Ords to the Participants will be made pursuant to
a resolution of the Board. The award of A Ords will be completed on
the Issue Date.
Each Participant will enter into a share subscription agreement
with Midco with regard to the issue and allotment of A Ords to him.
Participants will be invited to subscribe for A Ords at the market
value of the A Ords at the Issue Date (being the date of
subscription), as the Board determines. The subscription price for
each A Ord is 580p.
Executive directors and the senior members of the management
team of the Group (Company and its subsidiaries) may participate in
the Management Incentive Plan. The Participants who will on the
Issue Date be granted A Ords are:
Matthew Moore as to 6.5%;
Jason Jones as to 1%;
Anthony Wilshin as to 1%.
A Ords
The A Ords will not be quoted on AIM or any other exchange. They
will not have any voting rights or rights to receive dividends.
The Board has the power to create and issue A Ords, from time to
time, although all of the A Ords will be issued on the Issue
Date.
The maximum amount of A Ords that can be issued cannot exceed
8.5 per cent of the issued ordinary shares of Midco.
If the share capital of Midco or the Company is varied and such
variation affects the value of the A Ords, the Board has the
discretion to adjust the provisions of the Midco Articles as to the
A Ords, so that the value of the relevant A Ords is not increased
or decreased as a result of that variation.
Calculation of Accrued Value
For this purpose, the Accrued Value in respect of each A Ord
means an amount equal to the aggregate of the MC (Market Cap)
Accrued Value and the SP (Share Price) Accrued Value on the
relevant Calculation Date.
The MC Accrued Value shall be calculated on each Calculation
Date in accordance with the following formula:
MC = PDM x (I + PDM)
I
where:
I = the number of Parent Ordinary Shares in issue on the
relevant Calculation Date; and
PDM shall be calculated in accordance with the following
formula:
PDM = [1/10,000 x 2/3 x I x (CM - SM)]
TM - SM
where:
I = the number of TEAM Shares in issue on the relevant
Calculation Date;
CM = the Conversion Market Capitalisation (being the lower of
GBP40,000,000 and the Market Capitalisation of the Parent on the
relevant Calculation Date) ;
SM = the Subscription Market Capitalisation (being
GBP10,535,686) ; and
TM = the Target Market Capitalisation (being GBP40,000,000).
The SP Accrued Value shall be calculated on each Calculation
Date in accordance with the following formula:
SP = PDS x (I + PDS)
I
where:
I = the number of Parent Ordinary Shares in issue on the
relevant Calculation Date; and
PDS shall be calculated in accordance with the following
formula:
PDS = [1/10,000 x 1/3 x I x (CS - SS)]
TS - SS
where:
I = the number of TEAM Shares in issue on the relevant
Calculation Date;
CS = the Conversion Share Price (being the TEAM share price on
the relevant Calculation Date);
SS = the Subscription Share Price (being 60p ); and
TS = the Target Share Price (being 120p).
3. Accrual of value and exchange
Once the calculations of the MC Accrued Value and the SP Accrued
Value have been determined, that will produce the Accrued Value,
which will equate to the number of TEAM Shares which are required
to be issued by the Parent in order to satisfy the Accrued Value
(and acquire the A Ords from the relevant Participant).
Following the service of an Exercise Notice during the
Performance Period when, the A Ords will be acquired by the Company
and in exchange, the Company will issue a number of Ordinary Shares
equal to the aggregate Accrued Value pursuant to the share purchase
provision in the Midco Articles.
If no Exercise Notice has been served by a Participant by the
end of the Performance Period, all of the A Ords under the award
will be converted to deferred shares. Midco will have the right to
redeem/repurchase all of the deferred shares from the holders of
such shares for GBP1 in aggregate.
Cessation of employment
The award of A Ords will be subject to leaver provisions.
All of the A Ords of a Bad Leaver and the forfeited A Ords of a
Good Leaver ("Forfeiture Shares") will be subject to the compulsory
transfer provisions (see below).
A portion of the shares held by a Good Leaver will be treated as
Forfeiture Shares in accordance with the schedule, below:
Leaving Date Percentage of A Ords
that would be treated
as Forfeiture Shares
Any day prior to the first
anniversary of the Issue Date 66.66
Between the first anniversary
of the Issue Date the day
prior to the second anniversary
of the Issue Date 33.33
On or after the third anniversary
of the date of the award 0
A "Good Leaver" is an employee who ceases to be employed by
reason of death, redundancy, injury or permanent disability,
retirement or the transfer or sale of the subsidiary company or
part of the business or undertaking in which the employee was
employed. A "Bad Leaver" is an employee who ceases to be employed
in circumstances where he is not a Good Leaver.
Compulsory transfer provisions
In respect of the A Ords of a Bad Leaver or the forfeited A Ords
of a Good Leaver, the Participant shall be deemed to have given a
transfer notice to Midco for the transfer of such shares to Midco
(or such person nominated by Midco) on the day the Participant
ceases to be an employee for a price per share that is the lower of
(a) the Cost per A Ord, and (b) the Market Value per A Ord on the
date the Participant ceases to be an employee of any member of its
group.
"Cost" means the amount paid (by way of purchase or subscription
price) and/or any income tax (and national insurance contributions
or social security contributions liabilities) paid which arose on
the acquisition of each of the A Ords.
"Market Value" means the value of the shares determined by the
Board, in accordance with Part VIII of the UK Taxation of Capital
Gains Act 1992.
4. Corporate events
Except in the case of a reorganisation, in the event of a (i)
change of control of the Company, or (ii) sale of the entire
shareholding in Midco by the Company, or (iii) sale of the entire
shareholding by the Company of all the trading subsidiaries, or
(iv) sale of substantially the whole or substantially the whole of
the business, assets and undertaking of the Group (together, a
"Change of Control Event"), at any time between the Issue Date and
the second anniversary of the Issue Date, the Participant will be
able to serve an Exercise Notice (even though the period in which
he can do so has not arisen).
If no Exercise Notice is served, all of the A Ords will be
converted to deferred shares.
If an Exercise Notice is served, all of the A Ords will be
acquired by the Company (treating the date of the Change of Control
Event as the Calculation Date) and in exchange, it will issue TEAM
Shares equal to the aggregate Accrued Value.
On the winding up of Midco, the holders of the A Ords will be
entitled to receive their Cost for the A Shares, but there would be
no entitlement to any distribution beyond this out of the Surplus
Assets.
5. Transfer Restrictions
A Ords may not be assigned or transferred except in certain
circumstances such as transfer to certain permitted transferees
(spouse, children, grandchildren, the trustees of a family trust or
such other person as the Board deems to be a permitted transferee)
or on death, compulsory transfer provisions, or conversion
following the reaching of the Hurdle.
6. Taxation
A participant will be responsible for all tax liabilities
arising as a result of the acquisition, holding, or disposal of the
A Ords. The participant will be required to indemnify Midco and any
relevant Group member who is his/her employer against all tax that
Midco or the relevant Group member may be required to bear but
which are the primary liabilities of the participant.
A Participant who is employed in the UK (but not in Jersey)
together with his/her employer will be required to enter into a
valid election under section 431 of the UK Income Tax (Earnings and
Pensions) Act 2003.
7. Malus and Clawback
The terms on which the A Ords will be issued will include malus
and clawback provisions that may reduce or withhold some or all of
the value that would otherwise accrue prior to exchange or after
exchange in certain circumstances including material misstatement
of the Group's results or fraud or gross misconduct of the
participant.
8. Contractual obligations
An award of the A Ords will not form part of the Participant's
employment contract.
The Participant has no rights to compensation or damages on
account of any loss in respect of the A Ords where such loss arises
from termination of office or employment.
The A Ords shall not (except as may be required by taxation law)
form part of the earnings of individual or count as wages or
remuneration for pension or other purposes.
Midco or a relevant Group member may process and transfer a
participant's personal data in accordance with its policies on data
protection.
9. Governing law
The Management Incentive Plan will be governed by the laws of
the Island of Jersey and Jersey courts will have exclusive
jurisdiction.
Enquiries
TEAM plc
Mark Clubb / Matthew Moore
Telephone: +44 (0) 1534 877210
Hannam & Partners
(Financial Adviser to TEAM)
Giles Fitzpatrick / Richard Clarke / Ernest Bell
Telephone: +44 20 7907 8500
Canaccord Genuity Limited
(Nominated Adviser and Broker to TEAM)
Bobbie Hilliam / Alex Aylen
Telephone: +44 20 7523 8000
Novella Communications
(Financial Public Relations)
Tim Robertson / Fergus Young
Telephone: +44 20 3151 7008
Information on TEAM
TEAM plc is building a new wealth, asset management and
complementary financial services group. With a focus on the UK,
Crown Dependencies and International Finance Centres, the strategy
is to build local businesses of scale around TEAM plc's core skill
of providing investment management services. Growth will be
achieved via targeted and opportunistic acquisitions, through team
and individual hires, through collaboration with suitable partners,
and organic growth and expansion.
www.teamplc.co.uk
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Matthew Moore
------------------ ---------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status CFO and COO
------------------ ---------------------------------------------------
b) Initial Initial notification
notification
/Amendment
------------------ ---------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name TEAM plc
------------------ ---------------------------------------------------
b) LEI 213800EP1CI5ANR7RP18
------------------ ---------------------------------------------------
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 A Ordinary Shares in TEAM Midco Limited, the
of the financial value of which is linked to the value of the
instrument, Ordinary Shares of no par value in the Company
type of
instrument
Identification ISIN of the Ordinary Shares in TEAM: JE00BM90BX45
code
------------------ ---------------------------------------------------
b) Nature of Award of A Ords
the transaction
------------------ ---------------------------------------------------
c) Price(s) Price No. of shares
and volume(s) 580p 650
--------------
------------------ ---------------------------------------------------
d) Aggregated
information
- Aggregated n/a single transaction
volume
- Price
------------------ ---------------------------------------------------
e) Date of 12 May 2022
the transaction
------------------ ---------------------------------------------------
f) Place of Outside a trading venue - not listed
the transaction
------------------ ---------------------------------------------------
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END
DSHFFFVFESILLIF
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