REG - Fintel PLC - Implementation of new long-term incentive plan
17/08/2023 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:20230817:nRSQ5648Ja&default-theme=true
RNS Number : 5648J Fintel PLC 17 August 2023
Certain information contained in this announcement would have constituted
inside information (as defined by Article 7 of Regulation (EU) No 596/2014),
as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018) ("MAR") prior to its release as part of this announcement and is
disclosed in accordance with the Company's obligation under Article 17 of
those regulations.
17 August 2023
Fintel plc
("Fintel" or the "Company", or the "Group")
Implementation of new long-term incentive plan,
grant of awards and PDMR dealing
Fintel plc (AIM: FNTL) is pleased to announce the implementation of a new
long-term incentive plan, its Growth Share Plan (the "Plan") and a number of
initial grants of awards under the Plan to certain employees ("2023 Awards")
The current Value Builder Plan
The Company's current Value Builder Plan ("VB Plan") was intended to operate
as an LTIP and be issued annually. The only award under this plan was
announced on 30 November 2021, and no further awards are to be expected to be
made.
Background and rationale to the new Growth Share Plan
The Plan has been designed as a longer term replacement to the VB Plan, with a
scheme that the Remuneration Committee believe to be more appropriately
structured. The Plan includes a wider participation amongst the senior
management at the Company.
It is the view of the Remuneration Committee ("RemCo") that there is little or
no current value in the existing VB Plan, which therefore renders it
ineffective as an incentive mechanism to the key personnel who have
successfully delivered against business objectives in a challenging macro
environment and who collectively remain responsible for driving future
business performance and delivering against the Company's future strategic
objectives.
The new Plan has been subject to an extensive shareholder consultation process
with a number of the Company's largest shareholders. This exercise provided
valuable feedback which has been considered by RemCo in finalising the terms
of the Plan.
The Plan has been designed to deliver a repeatable incentive structure on
which annual awards are expected to be made under the program as part of a
balanced and holistic remuneration review.
The Plan creates a distributable value pot ("Value Pot"), the size of which is
determined as being a proportion of total shareholder value of the Company
comprising the increase in market capitalisation ("Shareholder Value") above a
defined set of hurdles over a five year performance period.
The size of the Value Pot to be received by the beneficiaries will be
dependent on the average market capitalisation in the first quarter post
following the end of each five year vesting period (the "Measurement Period"),
subject to an individual participant's continued employment over this
subsequent period (or their having become a "Good Leaver"), including
additional behaviour and delivered performance KPIs for each individual.
The Value Pot for each award under the Plan will be granted at the discretion
of RemCo, with each participant acquiring a fixed number of partly paid B
Shares, C Shares and/or D Shares in an intermediary holding company, Fintel
Group Holdings Limited (together "Growth Shares"). Subject to continued
service, the Growth Shares on vestiture will be transferable into Fintel
shares to the extent the relevant Value Pot has been earned.
RemCo will have full discretion to amend the terms of the Plan to take account
of, for example, corporate activities such as acquisitions to ensure the
market capitalisation hurdles remain appropriate.
2023 Awards
On 16 August 2023, the 2023 Awards were allocated under the Plan. The
Measurement Period for the 2023 Awards will be the first quarter following the
end of the five year vesting period to 31 December 2027, being the period from
01 Jan 2028 to 31 March 2028.
The Value Pot under the 2023 Awards is comprised as follows:
Tier Market capitalisation at end of performance period Proportion of Shareholder Value tranche distributed in Value Pot Total number of Growth Shares in Growth Share class
Tier 1 Between £275m and £300m 8% 163 B Shares
Tier 2 Between £300m and £400m 15% 419 C Shares
Tier 3 Between £400m and £425m 20% 418 D Shares
Value will only accrue to the beneficiaries within each tier to the extent
that average market capitalisation in the Measurement Period is above the
minimum market capitalisation for that tier. The return thresholds will
exclude dividends paid to shareholders.
For example, should the average market capitalisation in the Measurement
Period be £350 million, the full award under Tier 1 would have accrued,
however only half of the maximum award would become payable within Tier 2.
Under this scenario, no value would accrue to the beneficiaries within Tier 3,
as the minimum market capitalisation threshold of £400 million will have not
been achieved.
Should the market capitalisation in the Measurement Period be greater than
£425 million, the maximum award for each of the tiers would be accrued,
representing a cumulative value of £22 million for delivering at least £205
million of shareholder value, excluding any dividends.
2023 Awards Summary
Base hurdle Tier 1(4) Tier 2 Tier 3
Fintel market capitalisation upper target £275m £300m £400m £425m
Implied share price(1) £2.65 £2.89 £3.85 £4.09
Annual growth in market capitalisation to achieve maximum award within each 4.3% 6.1% 12.4% 13.8%
tier
Award size as at the date of the performance condition being achieved¹ Nil £2.0m £15.0m £5.0m
Cumulative award size as at the date of the performance condition being Nil £2.0m £17.0m £22.0m
achieved(2)
Implied shareholder value created over term of plan(5) c.£55m c.£80m c.£180m c.£205m
Dilution per tranche(2,3) Nil 0.67% 3.58% 0.93%
Cumulative dilution(2,3) Nil 0.67% 4.25% 5.18%
1 Based on the total shares in issuance as at 16 August 2023 of 103,835,333
2 Assuming the whole tranche is awarded and subsisting
3 Calculated using the maximum award size for each tier against the market
capitalisation required to achieve the award
4 Matt Timmins and Neil Stevens as Joint CEOs will not participate in any
award from Tier 1
5 Based on current market capitalisation as at market close on 16 August 2023
2023 Awards Participation
The 2023 Awards include 21 key employees across key personnel within the
business including PLC Board Executive Directors, Executive committee members,
key senior management.
The awards are designed to weight value to the most senior beneficiaries (i.e.
Executive Directors) at the higher tiers (Tier 2 and Tier 3), to appropriate
reflect their respective ability to influence wider business outcomes and
therefore probability of value creation. A proportion of the 2023 Awards
remain unallocated and may be granted at a later date at the discretion of the
Remuneration Committee.
Participation Tier 1 Tier 2 Tier 3 Total
(Number of respective Growth Shares)
B Shares C Shares D Shares
2 Joint CEOs 0 190 190 380
CFO 70 82 83 235
18 Other management 83 127 124 334
Unissued (retained) 10 20 21 51
163 419 418 1,000
Related Party Transactions
Awards under the Growth Share Plan have been made to the following
individuals, each of whom is considered a related party within the meaning of
the AIM Rules for Companies by virtue of being a Board director or a statutory
director of a subsidiary company of the Group. These awards (as detailed
below) (the "Related Party Awards") each constitute a related party
transaction.
Participant Maximum potential award under the Growth Share Plan
Matt Timmins (Joint CEO) £4.5m
Neil Stevens (Joint CEO) £4.5m
David Thompson (CFO) £4.8m
John Milliken (Subsidiary Director) £1.4m
Kyle Augustin (Subsidiary Director) £1.2m
Martin Reynolds (Subsidiary Director) £1.2m
Dan Russell (Subsidiary Director) £0.8m
Steve Lomax (Subsidiary Director) £0.2m
Paul Dagley-Morris (Subsidiary Director) £0.2m
The Independent Directors, being Phil Smith, Imogen Joss, Timothy Clarke (who
each also sit on the Remuneration Committee) and Kenneth Davy, consider,
having consulted with the Company's Nominated Adviser, Zeus Capital Limited
("Zeus") that the Related Party Awards to the participants in the table above
are fair and reasonable insofar as its shareholders are concerned. It should
be noted that the joint CEOs and CFO will cash fund their crystallised dry tax
charge under the awards. For 2023 this will amount to c.£430k, and represents
capital at risk to these executives as the amounts are non refundable should
the targets not be met. The remaining staff eligible for the plan are also
required to pay the dry tax charge applicable, but will be offered a low cost
loan to fully or partly fund their tax liability.
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 Neil Stevens
2 Reason for the notification
a) Position/status Joint Chief Executive Officer (PDMR)
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Fintel plc
b) LEI 213800DXP1VY21GCTH04
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, type of instrument Growth Shares in Fintel Group Holdings Limited
Identification Code
ISIN: GB00BG1THS43
b) Nature of the transaction Grant of Growth Shares
c) Price(s) and volume(s) Price(s) Nil
Volume(s)
95 C Shares
95 D Shares
d) Aggregated information N/a - single transaction
e) Date of transaction 16 August 2023
f) Place of transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Matthew Timmins
2 Reason for the notification
a) Position/status Joint Chief Executive Officer (PDMR)
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Fintel plc
b) LEI 213800DXP1VY21GCTH04
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, type of instrument Growth Shares in Fintel Group Holdings Limited
Identification Code
ISIN: GB00BG1THS43
b) Nature of the transaction Grant of Growth Shares
c) Price(s) and volume(s) Price(s) Nil
Volume(s)
95 C Shares
95 D Shares
d) Aggregated information N/a - single transaction
e) Date of transaction 16 August 2023
f) Place of transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name David Thompson
2 Reason for the notification
a) Position/status Chief Financial Officer (PDMR)
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Fintel plc
b) LEI 213800DXP1VY21GCTH04
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, type of instrument Growth Shares in Fintel Group Holdings Limited
Identification Code
ISIN: GB00BG1THS43
b) Nature of the transaction Grant of Growth Shares
c) Price(s) and volume(s) Price(s) Nil
Volume(s)
70 B Shares
82 C Shares
83 D Shares
d) Aggregated information N/a - single transaction
e) Date of transaction 16 August 2023
f) Place of transaction Outside a trading venue
For further information please contact:
Fintel plc via MHP Group
Matt Timmins (Joint Chief Executive Officer)
Neil Stevens (Joint Chief Executive Officer)
David Thompson (Chief Financial Officer)
Zeus (Nominated Adviser and Joint Broker) +44 (0) 20 3829 5000
Martin Green
Dan Bate
Kieran Russell
Investec Bank (Joint Broker) +44 (0) 20 7597 5970
Bruce Garrow
David Anderson
Harry Hargreaves
MHP Group (Financial PR) +44 (0) 20 3128 8147
Reg Hoare Fintel@mhpgroup.com (mailto:Fintel@mhpgroup.com)
Robert Collett-Creedy
Notes to Editors
Fintel is the UK's leading fintech and support services business, combining
the largest provider of intermediary business support, SimplyBiz, and the
leading research, ratings and Fintech business, Defaqto.
Fintel provides technology, compliance and regulatory support to thousands of
intermediary businesses, data and targeted distribution services to hundreds
of product providers and empowers millions of consumers to make better
informed financial decisions. We serve our customers through three core
divisions:
The Intermediary Services division provides technology, compliance, and
regulatory support to thousands of intermediary businesses through a
comprehensive membership model. Members include directly authorised IFAs,
Wealth Managers and Mortgage Brokers.
The Distribution Channels division delivers market Insight and analysis and
targeted distribution strategies to financial institutions and product
providers. Clients include major Life and Pension companies, Investment
Houses, Banks, and Building Societies.
The Fintech and Research division (Defaqto) provides market leading software,
financial information and product research to product providers and
intermediaries. Defaqto also provides product ratings (Star Ratings) on
thousands of financial products. Financial products are expertly reviewed by
the Defaqto research team and are compared and rated based on their underlying
features and benefits. Defaqto ratings help consumers compare and buy
financial products with confidence.
For more information about Fintel, please visit the website:
www.wearefintel.com (http://www.wearefintel.com)
Notes to Editors
Fintel is the UK's leading fintech and support services business, combining
the largest provider of intermediary business support, SimplyBiz, and the
leading research, ratings and Fintech business, Defaqto.
Fintel provides technology, compliance and regulatory support to thousands of
intermediary businesses, data and targeted distribution services to hundreds
of product providers and empowers millions of consumers to make better
informed financial decisions. We serve our customers through three core
divisions:
The Intermediary Services division provides technology, compliance, and
regulatory support to thousands of intermediary businesses through a
comprehensive membership model. Members include directly authorised IFAs,
Wealth Managers and Mortgage Brokers.
The Distribution Channels division delivers market Insight and analysis and
targeted distribution strategies to financial institutions and product
providers. Clients include major Life and Pension companies, Investment
Houses, Banks, and Building Societies.
The Fintech and Research division (Defaqto) provides market leading software,
financial information and product research to product providers and
intermediaries. Defaqto also provides product ratings (Star Ratings) on
thousands of financial products. Financial products are expertly reviewed by
the Defaqto research team and are compared and rated based on their underlying
features and benefits. Defaqto ratings help consumers compare and buy
financial products with confidence.
For more information about Fintel, please visit the website:
www.wearefintel.com (http://www.wearefintel.com)
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 MSCDGGDIBGBDGXLRecent news on Fintel
See all newsREG - Fintel PLC - Notice of AGM and Annual Report
AnnouncementREG - Fintel PLC - Strategic Investments
AnnouncementRCS - Fintel PLC - Final Results Presentation for Retail Investors
AnnouncementREG - Fintel PLC - Full Year Results
AnnouncementREG - Fintel PLC - Trading Update, Acquisition and Notice of Results
Announcement