REG - Sports Direct Intl. - 2015 Bonus Share Scheme <Origin Href="QuoteRef">SPD.L</Origin>

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06/09/2014 02:01

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RNS Number : 1069J
Sports Direct International Plc
09 June 2014 
 
9 June 2014 
 
Sports Direct International plc 
 
2015 Bonus Share Scheme 
 
Convening of General Meeting on Wednesday, 2 July 2014 at 10.00am 
 
Sports Direct International plc ("Sports Direct" or the "Company"), the UK's
leading sports retailer, announces that it has posted a circular to
shareholders convening a general meeting for the purposes of seeking
shareholder approval for the implementation of the 2015 Bonus Share Scheme. 
The General Meeting will be held at Unit A, Brook Park East, Shirebrook, NG20
8RY at 10.00am on Wednesday, 2 July 2014. 
 
In December 2011, the Board stated its intention to seek shareholder approval
for a share incentive scheme in which Mike Ashley, the Company's Executive
Deputy Chairman, would be eligible to participate. This reflected the fact
that Mike Ashley had received no remuneration for his substantial contribution
to the Company since its initial public offering in February 2007, and that he
is not a participant in the 2011 Executive Bonus Share Scheme (under which
awards have been made to other executive directors). 
 
In March 2014, the Board re-iterated this intention and a circular was posted
to shareholders convening a general meeting on 4 April 2014 for the purposes
of seeking approval for the implementation of a Supplemental Executive Bonus
Share Scheme.  In spite of securing support from some of its largest
shareholders, Sports Direct announced on 2 April 2014: (i) its decision to
withdraw the resolution to be voted on by shareholders on 4 April 2014; and
(ii) its intention to seek shareholder approval for a 2015 Bonus Share Scheme
(which would include a longer timeframe and more stretching performance
targets). 
 
Following feedback received from shareholders, the Board is proposing to
implement the 2015 Bonus Share Scheme.  All eligible employees (including
executive directors) who meet the qualifying conditions and performance
criteria as determined and agreed by the Remuneration Committee and the Board
will be able to participate.  The terms of the 2015 Bonus Share Scheme provide
for the grant of nil-cost options over up to 25 million ordinary shares in the
Company (amounting to approximately 4.2% of the issued share capital of the
Company). The vesting of any options would be conditional upon the achievement
by the Company of all the following EBITDA targets: (i) FY2016 of £480
million; (ii) FY2017 of £570 million; (iii) FY2018 of £650 million; and (iv)
FY2019 of £750 million.  If these performance targets are all met, 25% of any
award would vest following the announcement of the Company's audited results
for FY2019 in July 2019 and 75% of the award would vest following the
announcement of the Company's audited results for FY2021 in July 2021. 
 
Given their current eligibility to participate, the executive directors,
including Mike Ashley, have informed the Board that they will not exercise
their shareholder rights to vote on the resolution to approve the 2015 Bonus
Share Scheme. 
 
Separately, the Company has recently entered into a new four-year multi
currency revolving credit facility, which includes a leverage covenant such
that net debt to EBITDA shall not exceed 2.5 times during the term of the
facility. 
 
Commenting on the share scheme, Keith Hellawell, Sports Direct's Chairman
said: 
 
"Sports Direct's Employee Bonus Share Scheme is one of the most wide-reaching
and successful employee reward schemes in the UK.  The success of the scheme
is demonstrated by the shareholder value created, with the share price
reaching an all-time high in April this year and currently six times higher
than when shareholders approved the 2009 Employee Bonus Share Scheme. 
 
"The Board and the Remuneration Committee have responded to the feedback
received from shareholders to develop a long-term share incentive scheme which
not only will continue to motivate the Company's employees but which also
recognises and rewards the substantial contribution made by Mike Ashley over
many years.  Based on the stretching performance targets established, this
scheme has the potential to create a further substantial increase in
shareholder value." 
 
Further details of the 2015 Bonus Share Scheme, and of the General Meeting to
be held on Wednesday, 2 July 2014 are contained in the Shareholder Circular
which has been posted to shareholders and is available on the Company's
website www.sportsdirectplc.com 
 
The Group's Preliminary Results for FY2014 will be announced on 17 July 2014. 
 
For further information, please contact: 
 
Sports Direct International plc                                               
                                   0845 129 9229 
 
Dave Forsey - Chief Executive 
 
Jeff Blue - Director, Strategic Development 
 
Powerscourt                                                                   
                                                  020 7250 1446 
 
Rory Godson 
 
Victoria Palmer-Moore 
 
Greg Lawless 
 
Notes to Editors 
 
Sports Direct is the UK's leading sports retailer by revenue and operating
profit, with approximately 400 stores across the UK.  The Group provides an
unrivalled range of products, offering exceptional quality and unbeatable
value, from a wide variety of third-party and Group-owned brands, both
in-store and online.  Sports Direct operates approximately 270 stores in 19
European countries, including Belgium, Austria, Slovenia, Portugal and
France. 
 
The Group has an extensive brand portfolio, comprising 28 internationally
recognised sports, fashion and lifestyle brands including Dunlop, Slazenger,
Everlast, Lonsdale and Karrimor. 
 
Sports Direct was founded in 1982, listed on the London Stock Exchange in 2007
and is a constituent of the FTSE 100 index. For more information please visit
www.sportsdirectplc.com. 
 
This information is provided by RNS
The company news service from the London Stock Exchange