REG - CPPGroup Plc - Awards under Long Term Incentive Plan

CPPGroupAnnouncement

28/09/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230928:nRSb8906Na&default-theme=true

RNS Number : 8906N  CPPGroup Plc  28 September 2023

28 September 2023

 

CPPGroup Plc ("CPP", "CPP Group" or the "Company")

 

Long Term Incentive Plan, Director/PDMR Shareholding

Notification and Related Party Transaction

 

CPP Group (AIM: CPP), a provider of assistance and insurance products, which
reduce disruptions to everyday life for millions of customers across the
world, confirms that on 27 September 2023, the Company has implemented the
Long Term Incentive Plan 2023 ("LTIP") and Capital Appreciation Plan ("CAP")
for certain of its Directors and members of senior management, including the
Executive Management Committee ("EMC").

 

Both the LTIP and CAP (together the "Plans") have been established following
consultation with the Company's major shareholders. The Plans are designed to
deliver value creation for shareholders and ensure alignment with shareholder
interests, as well as recognising the importance of long-term engagement and
retention of senior management to deliver the strategy and change management
programme which will be to the benefit of all shareholders.

 

LTIP

 

The LTIP is structured with three performance conditions ("Core Plan") and one
supermax condition ("Supermax") set by the Remuneration Committee of the
Company, as detailed below.

 

Under the LTIP, options over ordinary shares of £1 each in the Company were
awarded to the following Directors:

 

                     Core Plan  Supermax  Total options awarded
 Simon Pyper, CEO    190,190    57,057    247,247
 David Bowling, CFO  154,806    46,442    201,248

 

No consideration was paid for the grant of these awards which are structured
as nil cost options.

 

The vesting of these awards will not be linked to a time-based schedule but
will vest subject to satisfaction of the performance conditions, as set out
below. Once vested, the awards will then normally remain exercisable until the
day before the tenth anniversary of the date of the grant, provided the
individual remains an employee or officer of the Company.

 

The performance conditions which apply to the awards are:

 

Core Plan

 

•             20% of the shares subject to the award will vest
if the average closing share price of the Company on AIM over a period of 90
consecutive calendar days equals or exceeds £3.70.  This 20% will lapse on
the third anniversary of the date of grant, if the target has not been
achieved;

•             30% of the shares subject to the award will vest
if the average closing share of the Company on AIM over a period of 90
consecutive calendar days equals or exceeds £4.75.  This 30% will lapse on
the fourth anniversary of the date of grant, if the target has not been
achieved; and

•             50% of the shares subject to the award, but not to
exceed 100% in aggregate, will vest if the average closing share price of the
Company on AIM over a period of 90 consecutive calendar days equals or exceeds
£6.00.  This will lapse on the fifth anniversary of the date of grant, if
the target has not been achieved.

Supermax

·    If the average closing share price of the Company on AIM over a
period of 90 consecutive calendar days equals or exceeds £9.00, the award
will vest.  This will lapse on the sixth anniversary of the date of grant, if
the target has not been achieved.

Following the above awards, the Directors' total interest in the Company's
shares are as follows:

                Ordinary shares held  Interests in unvested shares under incentive plans
 Simon Pyper    24,329                467,188
 David Bowling  3,153                 315,618

 

The total number of options awarded under the LTIP to the Directors and other
senior management, including the EMC, is 1,092,486. The options awarded
include 908,488 made to related parties of the Company (as defined by the AIM
Rules for Companies), being Simon Pyper (CEO) and David Bowling (CEO) and
certain directors of subsidiary companies within the Group, being Eleanor
Sykes (COO), Stephen Mouncey (CEO of Blink Parametric), Luisa Cifuentes-Olivas
(CIO), and Esin Karakaya and Mehmet Gorguz (Co-CEOs of CPP Turkey). The
maximum number of options that can be awarded under the LTIP is 1,149,986.

 

The total issued share capital as at the date of this announcement is
8,846,045.

 

CAP

 

The CAP is a cash-based plan targeted at Simon Pyper, David Bowling, Eleanor
Sykes and Stephen Mouncey, who are all related parties of the Company, as
noted above. Awards will be subject to performance conditions relating to
share price specified by the Remuneration Committee, which must be achieved
within a specific timeframe, but not time-based vesting.

 

Three performance conditions will apply, as follows:

 

•             10% of an individual's allocation will become
payable if the average closing share price of the Company on AIM over a period
of 90 consecutive calendar days equals or exceeds £3.70.  This 10% will
lapse on the third anniversary of the date of grant if the target has not been
achieved;

•             40% of an individual's allocation will become
payable if the average closing share price of the Company on AIM over a period
of 90 consecutive calendar days equals or exceeds £4.75.  This 40% will
lapse on the fourth anniversary of the date of grant if the target has not
been achieved; and

•             50% of an individual's allocation will become
payable if the average closing share price of the Company on AIM over a period
of 90 consecutive calendar days equals or exceeds £6.00.  This 50% will
lapse on the fifth anniversary of the date of grant if the target has not been
achieved.

 

The maximum aggregate amount that can be paid out under the CAP is
£1,500,000.

 

Related party transaction

 

The granting of awards under the Plans to the Executive Directors and certain
members of the EMC, as outlined above, constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies.

 

The Company's Non-Executive Directors, who are not party to the Plans,
consider, having consulted with the Company's nominated adviser, Liberum
Capital Limited, that the terms of the transaction are fair and reasonable
insofar as the Company's shareholders are concerned.

 

Enquiries:

 CPPGroup plc
 Simon Pyper, Chief Executive Officer     Tel: +44 (0)7917 795601

 David Bowling, Chief Financial Officer

 Liberum Capital Limited
 (Nominated Adviser and Sole Broker)      Tel: +44 (0)20 3100 2000
 Richard Lindley
 Lauren Kettle

About CPP

 

CPP Group is a technology-driven assistance company that creates embedded and
ancillary real-time assistance products and resolution services that reduce
disruption to everyday life for millions of people across the world, at the
time and place they are needed. CPP Group is listed on AIM, operated by the
London Stock Exchange.

 

For more information on CPP visit corporate.cppgroup.com

 

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             Simon Pyper

                                                       David Bowling
 2.   Reason for the notification
 (a)  Position/status                                  Executive Directors
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer
 (a)  Name                                             CPPGroup Plc
 (b)  LEI                                              213800FRDE79FTQI4X25
 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 Financial Instrument          Ordinary shares of £1 each
 (b)  Identification code of the Financial Instrument  GB00BMDX5Z93
 (c)  Nature of the transaction                        Award of share options
 (d)  Price(s) and volume(s)                           Price(s)                    Volume(s)
                                                       N/A                         Simon Pyper - 247,247

                                                                                   David Bowling - 201,248
 (e)  Aggregated information

      -              Aggregated volume                 n/a

      -              Price                             n/a
 (f)  Date of the transaction                          27 September 2023
 (g)  Place of the transaction                         London Stock Exchange, AIM (XLON)

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHEASNXASLDEFA