REG - EMV Capital PLC - Phantom Carried Interest Scheme

EMV CapitalAnnouncement

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RNS Number : 8024E  EMV Capital PLC  19 May 2026

Strictly embargoed for: 07.00 a.m. on 19 May 2026

 

EMV Capital plc

(EMV Capital or EMVC or the Company or the Group)

Adoption of Phantom Carried Interest Scheme and Related Party Transaction

EMV Capital plc (AIM: EMVC), the deep tech and life sciences VC investment
group, today announces the adoption of its phantom carried interest scheme
(PCI Scheme) in favour of its Executive Directors and certain PDMRs.

Background to and rationale for the adoption of the PCI Scheme

The Company has previously announced its desire to implement the PCI Scheme as
a means of providing long-term incentives to key employees in line with
typical venture capital (and private equity) industry standards.

The purpose of the PCI Scheme is to provide the Company with additional means
of:

·   providing long-term incentives to key employees to augment remuneration
packages that may be limited by the current-day cash resources of the Company,
bringing them in line with competitors and rewarding high performance;

·   aligning participants with the long-term objectives of the Company and
the interests of its shareholders;

·   consolidating, developing and promoting the Group's collegiate culture
and to working as a team to actively drive the value of its portfolio
companies through to profitable exits; and

·   retaining and recruiting a strong team, providing infrastructure and
opportunity to grow and progress long-term careers within the Group.

A summary of the principal terms of the PCI Scheme follows.

Determination of Phantom Carried Interest under the PCI Scheme

The PCI Scheme creates a cash bonus pool from a proportion of investment
returns (Investment Returns) paid to the Group upon the exit of each of its
interests in portfolio companies. The proportion of Investment Returns to be
added to that pool (Phantom Carried Interest or PCI) is determined each year
by reference to Investment Returns received in the previous financial year.
PCI is determined in the following two ways:

·   for each of the Group's direct investments in portfolio companies, by
subtracting from the Investment Return: (i) the total investment amount or for
a limited number of portfolio companies, their fair value in August 2020; and
(ii) a 'hurdle' rate (expected to be 8 per cent.). Of that resulting amount,
20 per cent. shall constitute Phantom Carried Interest and a 'catch-up' shall
be applied to ensure an overall 80:20 division between the Company's and
Participants' respective interests in profits arising from each exit. Where
there are any realised losses in respect of direct interests in portfolio
companies, 20 per cent. of those losses would be subtracted from the PCI pool.
Similarly, 20 per cent. of material unrealised losses would be subtracted from
the PCI pool (and added back should such unrealised losses cease to be
material); and

·   for each of the Group's indirect interests in portfolio companies
(being interests arising from the Group's rights to contractual payments of
performance fees/carried interest due from third party investors in portfolio
companies upon profitable exits, which interests are not investments made from
the Group's balance sheet), PCI is determined as 40 per cent. of Investment
Returns after subtracting any amounts due to third parties in connection with
their services for capital introductions to portfolio companies.

Participants in the PCI Scheme

The PCI Scheme is intended for the Executive Directors and certain members of
the Senior Leadership Team (SLT), with participants (Participants) being
admitted by the Remuneration Committee.

The initial Participants comprise the Executive Directors, Ilian Iliev and Ed
Hooper, and PDMRs (and members of the SLT), Anesh Patel, Nick Salisbury and
Harry Miller.

Awards under the PCI Scheme

Participants are awarded with points (Points) with each Point having an equal
right (amongst the other qualifying Points) to a share of Phantom Carried
Interest.

In total, 233 Points have been initially awarded as shown in the table below.

 Participant name  Role                                       Points
 Ilian Iliev       CEO                                        100
 Ed Hooper         Executive Director                         67
 Nick Salisbury    Head of Capital Raising and Co-Investment  27
 Harry Miller      Head of Research                           27
 Anesh Patel       Group CFO                                  12
 Total                                                        233

The Remuneration Committee may:

·   award new Points to new Participants, setting vesting dates and/or
conditions in respect thereof; and/or making Points specific to only some
portfolio companies; and

·   adjust a Participant's Points and/or award bonus Points, thereby
adjusting the potential payments to Participants but not affecting the total
payments to all Participants.

No Points may be awarded after the tenth anniversary of the date of adoption
of the PCI Scheme.

Payments under the PCI Scheme

PCI shall be divided between Participants (who have passed any vesting or
other conditions) by reference to their respective Points. To assist with
retention, payments to each Participant are to be divided into three equal
tranches over three years.

The Remuneration Committee may:

·   defer the payment of initial instalments in circumstances where cash is
required for going concern purposes; and

·   settle up to 50 per cent. of payments to any Participant in the form of
ordinary shares in the capital of the Company.

Acceleration of payments under the PCI Scheme shall occur on the change of
control of the Company and certain liquidation and insolvency scenarios.

Customary 'malus and clawback' provisions apply to the PCI Scheme.

Departing Participants

The PCI Scheme contains customary provisions dealing with the departure of
Participants, categorised as 'good leavers', 'intermediate leavers' and 'bad
leavers' and is designed to reward long term service, with good leavers
maintaining a crystalised right to future PCI following their departure,
intermediate leavers receiving a discounted amount of future PCI and bad
leavers ceasing to have any further rights to PCI.

Related party transaction

The Directors, excluding Ilian Iliev and Ed Hooper (by reason of their
participation in the PCI Scheme), consider that the above-mentioned awards to
Ilian Iliev and Ed Hooper under the PCI Scheme are fair and reasonable in so
far as the Company's shareholders are concerned.

EMV Capital Non-Executive Chair, Charles Spicer, commented:

"Our new PCI Scheme is designed to align our senior leadership team directly
with shareholders. Rewards are only generated from successful exits, after
capital and performance hurdles are met, meaning the team benefits only when
shareholders do. It reflects venture capital practice, supports long-term
value creation at EMV Capital, as well as enabling us to attract and retain
top talent from the industry."

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Ed Hooper, Executive Director and General Counsel of
the Company.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

-ends-

 

For more information, please contact:

 EMV Capital plc                                                             via Rosewood
 Ilian Iliev, CEO

 Panmure Liberum Limited (NOMAD and Broker)                                  +44 (0)20 7886 2500
 Emma Earl / Will Goode / Freddy Crossley / Mark Rogers (Corporate Finance)
 Rupert Dearden (Corporate Broking)

 Rosewood (Financial PR)                                                     +44 (0)20 7653 8702
 John West / Llewellyn Angus / Lily Pearce

 

About EMV Capital plc (EMVC)

EMV Capital plc is a deep tech and life sciences venture capital investment
group with an international portfolio of high-growth companies.

With a strategic focus on generating superior returns for investors from the
fast-growing sectors and technologies that will define our future; EMV Capital
invests in, manages and strengthens early-stage IP-rich companies.

EMV Capital holds both direct equity stakes and carried interest in its
portfolio companies, creating an evergreen structure that supports extensive
growth and value creation. EMV Capital's investment thesis is realised through
these capital sources:

·     capital-efficient investments through the Group balance sheet;

·     fund management of the Evergreen EIS and Martlet Capital Funds; and

·     syndicated investments leveraging its network of third-party
investors.

EMV Capital's approach is characterised by its proactive management style,
aiming to advance portfolio companies to critical value inflection points by
actively engaging with them. Companies are supported through Board
representation and the use of its Value Creation Services practice.

Headquartered in London, with a Cambridge presence and strong international
links, EMV Capital is quoted on the AIM market of the London Stock Exchange.

www.emvcapital.com (http://www.emvcapital.com)

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