FireAngel SafetyTech - Award & Amendment of Options & PDMR Shareholdings
04/05/2022 07:00
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RNS Number : 1946K FireAngel Safety Technology Group 04 May 2022
4 May 2022
FireAngel Safety Technology Group plc
('FireAngel', the 'Company' or the 'Group')
Award of Options under Share Plan,
PDMR shareholdings and amendments to performance period for previous awards
FireAngel (AIM: FA.), one of Europe's leading developers and suppliers of home
safety products, announces that it has made awards of options ("Options") over
a total of 2,945,000 FireAngel Safety Technology Group plc ordinary shares of
2p each (the 'Shares') to Zoe Fox, the Company's Chief Finance Officer, and
certain senior managers employed within the Group, under its Long-Term
Incentive Plan ('LTIP').
Under the LTIP, awards were made to the following Persons Discharging
Managerial Responsibility ('PDMRs'):
LTIP Options award (over Shares)
Name Position Status
Directors
Zoe Fox Chief Finance Officer Director and PDMR 1,000,000
Senior Managers
Nick Rutter Chief Product Officer PDMR 300,000
Rene Nolten Business Unit Director PDMR 300,000
Claire Pickard Supply Chain Director PDMR 300,000
Steve Boggis Business Unit Director PDMR 300,000
Under the LTIP, selected employees are entitled to exercise an Option to
receive a certain number of Shares at any time after a three-year vesting
period ("Vesting Period"), at a cost to the employee of the nominal value of
the Shares.
Vesting of the LTIP Options is dependent on performance targets, based on
total shareholder return ('TSR') and earnings per share ('EPS'). The award is
split evenly across the 2 performance conditions with 50 per cent. of the
total award for each performance condition.
The maximum number of Options that vest and become exercisable into Shares at
the end of the Vesting Period is calculated as follows for each performance
condition:
TSR % of Options that vest under the TSR performance condition (50% of total
award)
Less than 100% growth Nil
100% growth 25%
Between 100% growth and 200% growth Between 25% and 100% on a straight-line basis
200% growth or more 100%
EPS % of Options that vest under the EPS performance condition (50% of total
award)
Less than 2.2 pence Nil
Between 2.2 pence and 3.2 pence Between 0% and 25% on a straight-line basis
Between 3.2 pence and 4.2 pence Between 25% and 100% on a straight-line basis
4.2 pence or more 100%
Following the Vesting Period, the Options are exercisable for 10 years, after
which, any unexercised Options will lapse.
Any entitlement under the LTIP will lapse on cessation of employment prior to
the end of the three-year Vesting Period, unless cessation of employment is
by reason of redundancy, ill health or death.
In addition, Zoe Fox has irrevocably and unconditionally surrendered and
cancelled 100,000 Options under the FireAngel Safety Technology Group 2015
Long Term Incentive Plan, previously awarded on 2 August 2019.
Following the awards and cancellation of Zoe Fox's 100,000 Options referred to
above, the total interests in Shares of the Director and each of the PDMRs
included in the table above are as follows:
Interest in shares in share schemes
Name Shares held % of Shares held
Directors
Zoe Fox 88,828 0.05% 2,343,260
Senior Managers
Nick Rutter 4,182,831 2.31% 1,177,107
Rene Nolten - - 875,000
Claire Pickard (including husband's holding) 241,711 0.13% 953,000
Steve Boggis - - 750,000
In addition, the Company announces that, due to the prolonged impact of
COVID-19 on its business and, more recently, the further effect of Russia
invading Ukraine on global markets, it has extended the performance periods
for the award of 5,000,000 options issued to John Conoley, the Company's
Executive Chairman, in November 2020, as announced on 1 December 2020, and
also to the awards issued to certain directors and senior managers as
announced on 9 July 2021 as follows: -
- the performance period for the TSR for the awards issued to John
Conoley in November 2020 has been amended to be measured from 30 November 2020
to 31 March 2025 (previous measurement period was 30 November to 31 March
2024); and
- the performance period for the TSR for the awards issued to
certain directors and senior managers in July 2021 has been amended to be
measured from 9 July 2021to 31 March 2025, (previous measurement period was 7
July to 31 March 2024) and the EPS will now be measured at 31 December 2024,
(previously 31 December 2023).
There have been no other amendments made to the performance conditions on the
above awards.
Further details of the outstanding Options are set out in the Appendix below
Related Party Transaction
The new options being awarded to Zoe Fox and the extension of the performance
periods of certain existing options issued to Zoe Fox and John Conoley are a
related party transaction pursuant to AIM Rule 13 of the AIM Rules for
Companies. The independent Directors, being those Directors of the Company
other than John Conoley and Zoe Fox, consider, having consulted with Shore
Capital and Corporate, the Company's nominated adviser, that the terms of the
award of new options and the extension of the performance periods of certain
existing options awarded to Zoe Fox and John Conoley are fair and reasonable
insofar as the Company's shareholders are concerned.
APPENDIX
Grant date Share in share schemes Vesting date Expiry date Exercise price
Options under LTIPs
Directors' share options
25/04/2014 Zoe Fox 31,944 24/04/2017 28/04/2024 200p
25/04/2014 Graham Whitworth 125,000 24/04/2017 28/04/2024 200p
30/11/2020 John Conoley 5,000,000 31/03/2025 30/11/2030 2p
08/07/2021 John Conoley 1,821,272 *31/03/2025 08/07/2031 2p
08/07/2021 Zoe Fox 1,311,316 *31/03/2025 08/07/2031 2p
29/04/2022 Zoe Fox 1,000,000 *28/04/2025 28/04/2032 2p
Employee share options
25/04/2014 Rene Nolten (PDMR) 25,000 24/04/2017 28/04/2024 200p
25/04/2014 Nick Rutter (PDMR) 125,000 24/04/2017 28/04/2024 200p
25/04/2014 Other Employees 109,335 24/04/2017 28/04/2024 200p
02/08/2019 Steve Boggis (PDMR) 100,000 01/08/2022 02/08/2029 2p
02/08/2019 Rene Nolten (PDMR) 100,000 01/08/2022 02/08/2029 2p
02/08/2019 Claire Pickard (PDMR) 100,000 01/08/2022 02/08/2029 2p
02/08/2019 Other Employees 160,000 01/08/2022 02/08/2029 2p
08/07/2021 Steve Boggis (PDMR) 450,000 *31/03/2025 08/07/2031 2p
08/07/2021 Rene Nolten (PDMR) 450,000 *31/03/2025 08/07/2031 2p
08/07/2021 Claire Pickard (PDMR) 450,000 *31/03/2025 08/07/2031 2p
08/07/2021 Nick Rutter (PDMR) 450,000 *31/03/2025 08/07/2031 2p
08/07/2021 Other employees 2,339,905 *31/03/2025 08/07/2031 2p
08/07/2021 Steve Boggis (PDMR) 300,000 *28/04/2025 08/07/2031 2p
08/07/2021 Rene Nolten (PDMR) 300,000 *28/04/2025 08/07/2031 2p
08/07/2021 Claire Pickard (PDMR) 300,000 *28/04/2025 08/07/2031 2p
08/07/2021 Nick Rutter (PDMR) 300,000 *28/04/2025 08/07/2031 2p
29/04/2022 Other Employees 745,000 *28/04/2025 28/04/2032 2p
Options under LTIPs 16,093,772
Options under share matching scheme
Directors' share options
01/06/2020 John Conoley 281,514 - 01/06/2030 2p
03/07/2020 John Conoley 25,000 - 03/07/2030 2p
18/12/2020 John Conoley 49,660 - 18/12/2030 2p
Employee share options
01/06/2020 Nick Rutter (PDMR) 176,490 - 01/06/2030 2p
19/06/2020 Other Employees 544,904 - 19/06/2030 2p
03/07/2020 Nick Rutter (PDMR) 49,473 - 03/07/2030 2p
06/01/2021 Claire Pickard (PDMR) 103,000 - 06/01/2031 2p
14/01/2021 Nick Rutter (PDMR) 76,144 - 03/07/2031 2p
Options under share matching scheme 1,306,185
Total options 17,399,957
(* Revised vesting dates)
For further information, please contact:
FireAngel Safety Technology Group plc 024 7771 7700
John Conoley, Executive Chairman
Zoe Fox, Chief Finance Officer
Shore Capital (Nominated adviser and Joint broker) 020 7408 4050
Tom Griffiths/David Coaten
Singer Capital Markets (Joint Broker) 020 7496 3000
Rick Thompson/Alex Bond
Houston (Financial PR)
Kate Hoare/Joe Burgess 020 4529 0549
Notes to Editors
About FireAngel Safety Technology Group plc
FireAngel's mission is to protect and save lives by making innovative, home
safety products which are simple and accessible. FireAngel is one of the
market leaders in the European home safety products market.
FireAngel's principal products are connected smoke alarms, CO alarms, heat
alarms and accessories. The Company has an extensive portfolio of patented
intellectual property in Europe, the US and other selected territories.
Products are sold under FireAngel's leading brands of FireAngel, FireAngel
Pro, FireAngel Specification and AngelEye.
For further product information, please visit: www.fireangeltech.com
(http://www.fireangeltech.com/)
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