REG - Argentex Group PLC - Shareholder Circular & Notice of General Meeting

ArgentexAnnouncement

17/03/2025 15:00

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RNS Number : 9866A  Argentex Group PLC  17 March 2025

 

 

17 March 2025

 

Argentex Group PLC

 

("Argentex" or the "Group")

Shareholder Circular and Notice of General Meeting

New Long Term Incentive Plan and Employee Share Option Plan

 

Argentex Group PLC (AIM: AGFX), the global specialist in currency risk
management and alternative banking, announces that a circular (the "Circular")
is being posted to Shareholders today to convene a general meeting to be held
on 2 April 2025 to seek Shareholder approval in connection with the adoption
by the Company of a new Long Term Incentive Plan (the "LTIP") for senior
management executives and Executive Directors, (collectively the "Senior
Executives"). The Company also intends to adopt an Employee Share Option Plan
(the "ESOP") to incentivise the Company's wider employee base.

At the time of cancelling the previous Argentex Group Value Creation Plan on 9
October 2024, the Board announced that the Company would look to put in place
a more appropriate long-term incentive scheme. Since that time, the Board and
the Remuneration Committee have been focused on developing: (i) a new
long-term incentive scheme that supports the retention and motivation of the
Executive Directors and other Senior Executives to drive the creation of
Shareholder value over the long-term; and (ii) an employee share option plan
so that other employees are also appropriately incentivised. A number of major
Shareholders, representing in excess of 40% of the issued share capital of the
Company, have been consulted on the new LTIP and have indicated that they are
supportive of the proposal.

Key features of the proposed LTIP

 

·      Awards are to be granted to the Executive Directors and other
Senior Executives.

·      Aligned to Argentex's strategic plan announced on 2 May 2024.

·      Growth share structure based on delivering value to Shareholders
above 65 pence, a significant premium to the current price of an Ordinary
Share.

·      Three tiers of value for holders of the LTIP, payable in Ordinary
Shares on exchange of the Growth Shares:

o  10% of Shareholder value created between 65 pence and 100 pence;

o  16.4% of Shareholder value created between 100 pence and 165 pence; and

o  19.5% of Shareholder value created between 165 pence and 350 pence.

·      The LTIP will have no value if the price of an Ordinary Share is
below 65 pence during the testing period and the LTIP is capped at 350 pence
per Ordinary Share.

·      Share price testing period over the 60 trading days following
release of the Company's audited accounts for the financial year ending 31
December 2028.

·      50% of awards (on an after-tax basis) subject to a further
twelve-month holding period.

·      45% and 20% of the LTIP to be granted to the Chief Executive
Officer and the Chief Financial Officer respectively.

 

Further details concerning the proposed LTIP will be set out in the Circular.

Loans to Directors and Related Party Transactions

 

As the LTIP is being structured as Growth Shares, the Senior Executives will
pay the prevailing 'unrestricted market value' for their Growth Shares at the
time of issue.  The Company has agreed to make interest-free loans available
to the Senior Executives to put them in funds for such amounts. The loans will
be repaid when the Growth Shares are exchanged for Ordinary Shares or
otherwise acquired by the Company in due course.

 

As Jim Ormonde and Guy Rudolph are Directors, the loans to them to be used to
acquire their Growth Shares (the "Director Loans") require the approval of
Shareholders at the General Meeting under the Companies Act.

In addition, the issue of Growth Shares to Jim Ormonde and Guy Rudolph and the
associated Director Loans are considered to be related party transactions
pursuant to the AIM Rules. To the extent that any related party transactions
take place, the Independent Directors, having consulted with Singer Advisory
LLP, consider the terms of the related party transactions fair and reasonable
insofar as the Shareholders are concerned.

Employee Share Option Plan

The Board recognises the importance of ensuring that employees of the Company
who will not participate in the LTIP are also effectively and appropriately
incentivised. Accordingly, the Company is also asking Shareholders to approve
the ESOP, which includes a UK tax-advantaged company share option plan.
Further details of the ESOP will be set out in the Circular.

Notice of General Meeting

The adoption of the LTIP, the making of the Director Loans and the adoption of
the ESOP are conditional on the passing of the Resolutions at the General
Meeting.  The General Meeting is to be held at 25 Argyll Street, London W1F
7TU at 10.00 a.m. on 2 April 2025. The purpose of the General Meeting is to
seek Shareholder approval of the Resolutions set out in the Notice of General
Meeting.

 

For further information, please contact:

 

Argentex Group PLC

Jim Ormonde - Chief Executive Officer

Guy Rudolph - Chief Financial Officer

investorrelations@argentex.com (mailto:investorrelations@argentex.com)

 

Teneo (Financial PR)

James Macey-White / Victoria Boxall / Rashida Salemahomed

argentex@teneo.com (mailto:argentex@teneo.com) , 020 7260 2700

 

Singer Capital Markets (Nominated Adviser and Broker)

Tom Salvesen / James Maxwell / James Todd

020 7496 3000

 

 

About Argentex

Argentex (AIM: AGFX) is a global expert in currency risk management and
alternative banking. Established in 2012 and headquartered in London, Argentex
listed on London's AIM market in mid-2019 and has since added operations in
Amsterdam, Dubai and Australia.

 

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