REG - Harland & Wolff - Long Term Incentive Plan (LTIP)

Harland & Wolff groupAnnouncement

22/12/2022 14:15

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RNS Number : 6645K  Harland & Wolff Group Holdings PLC  22 December 2022

22 December 2022

 

Harland & Wolff Group Holdings plc

("Harland & Wolff" or the "Company")

Long Term Incentive Plan (LTIP) for Executive Board

 

Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company
focused on strategic infrastructure projects and physical asset lifecycle
management, announces that the Remuneration Committee ("Remco") has agreed the
key terms of a new Long Term Incentive Plan ("LTIP"), established  to further
align the interests of the Executive Directors with the Company's wider
shareholder base.   The formal grant of options pursuant to the LTIP is
expected to take place over the coming weeks and a further announcement will
be made in due course once documentation has been finalised.

Under the terms of the LTIP, John Wood and Arun Raman will be granted, in
aggregate, options over a maximum number of new ordinary shares of 1p each in
the Company ("Options") which equates to 10% of the current issued ordinary
share capital, all current outstanding warrants in the Company and any
additional warrants which the Company may issue prior to the formal
implementation of the LTIP. There will be no further options granted under
this LTIP and no further anti-dilution provisions.

Of the total Options granted under the LTIP, John Wood is expected to be
allocated approximately 52.50% per cent. and Arun Raman, 47.50 per cent.

Following the formal grant, these Options will vest over a three-year period
commencing 1 January 2023 and ending on 31 December 2025. Subject to the
achievement of the requisite performance criteria (set out below), Options may
be exercised into new ordinary shares at par value and any such new shares
will have a holding period of three years from the date of vesting, during
which time they may not be sold by the Executive Directors.

The Options will be split into three categories and the key terms and/or
performance criteria are set out below:

·      Restricted Shares will represent 30% of the total number of
Options, earned on a straight-line basis over three years from 1 January 2023.
If any Executive leaves during this three-year period as a "good leaver", such
Executive will be entitled to keep a time-apportioned number of those shares.

·      Value Shares will represent 35% of the total number of Options
and will realise value provided that the volume weighted average price of the
shares for the 90 trading days immediately preceding and including 31 December
of each calendar year is as follows:

o  2023: 37.50 pence per share

o  2024: 46.88 pence per share

o  2025: 58.60 pence per share

o  Value Shares will be granted in proportion to the uplift in the share
price since the previous award date such that if the growth in share price
falls short of the target by 5%, then the number of Value shares awarded will
be reduced by 5%. However, if share price growth is less than 10% in any year
of award, no award of Value Shares will be made for that year.

o  Failure to achieve the relevant trigger in one year will not be
recoverable by over-achievement in subsequent years. This means there will be
no "re-testing."

·      Enhanced Value Shares will equate to 35% of the total number of
Options. Enhanced Value Shares may be available in two equal amounts at any
time up to the end of 2025, with half of the Enhanced Value Shares triggered
by the Company's share price being at or above a volume weighted average price
of 60 pence per ordinary share for a period of 60 days, and the other half
being triggered by the share price being at or above a volume weighted average
price of 100 pence per ordinary share for a period of 60 days.

Malcolm Groat, Non-Executive Chairman of Harland and Wolff, commented;

"We are making solid progress with all aspects of preparing the Company for
the voyage ahead. The Executives have worked tirelessly since 2018, when they
first joined the Board, and have transformed the Company and its prospects. It
is Remco's desire to retain the Executives during the next, demanding phase of
growth, leading the Company on to become an exemplary success story. The LTIP
is designed  to incentivise delivery of outstanding results for all
stakeholders and to build, in particular, a firm alignment of interest with
shareholders. ."

This announcement contains inside information.

For further information, please visit www.harland-wolff.com
(http://www.harland-wolff.com/)  or contact:

 

 Harland & Wolff Group Holdings plc                                        +44 (0)20 3900 2122

 John Wood, Chief Executive Officer                                        investor@harland-wolff.com (mailto:investor@harland-wolff.com)

 Seena Shah, Head of Marketing & Communications                            media@harland-wolff.com (mailto:media@harland-wolff.com)

 Cenkos Securities plc (Nominated Adviser & Broker)                        +44 (0)20 7397 8900

 Stephen Keys / Callum Davidson / Dan Hodkinson (Corporate Finance)

 Michael Johnson (Sales)

 

 

 

About Harland & Wolff

Harland & Wolff is a multisite fabrication company, operating in the
maritime and offshore industry through five markets: commercial, cruise and
ferry, defence, energy and renewables and six services: technical services,
fabrication and construction, decommissioning, repair and maintenance,
in-service support and conversion.

 

Its Belfast yard is one of Europe's largest heavy engineering facilities,
with deep water access, two of Europe's largest drydocks, ample quayside and
vast fabrication halls. As a result of the acquisition of Harland & Wolff
(Appledore) in August 2020, the company has been able to capitalise on
opportunities at both ends of the ship-repair and shipbuilding markets where
there will be significant demand.

 

In February 2021, the company acquired the assets of two Scottish-based yards
along the east and west coasts. Now known as Harland & Wolff (Methil) and
Harland & Wolff (Arnish), these facilities will focus on fabrication work
within the renewables, energy and defence sectors.

 

In addition to Harland & Wolff, it owns the Islandmagee gas storage
project, which is expected to provide 25% of the UK's natural gas storage
capacity and to benefit the Northern Irish economy as a whole when completed.

 

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