REG - Intercede Group PLC - Growth Share Scheme Vesting and Award Allocation

IntercedeAnnouncement

Tue 07:00

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RNS Number : 9530R  Intercede Group PLC  22 July 2025

 

 

22 July 2025

INTERCEDE GROUP plc

('Intercede', the 'Company' or the 'Group')

 

Growth Share Scheme Vesting and Award Allocation Announcement

 

Intercede, the leading cybersecurity software company specialising in digital
identities, is pleased to announce the vesting in full of the Growth Share
Scheme (the "Scheme") granted to Klaas van der Leest (Group CEO) and announced
10 October 2022. Unless otherwise defined, capitalised terms used in this
announcement have the same meaning as set out in the 10 October 2022
announcement in relation to the Growth Shares.

Summarised details of the scheme are as follows:

Pursuant to the terms of the Scheme, Mr Van der Leest would be capable of
vesting his awards under the Scheme subject to the performance of the
Company's shares over and above an initial base share price of 66 pence ("Base
Price") at the time of grant. The trigger prices as to whether the award
granted to Mr Van der Leest vested were based on the Company's share price
following the vesting date under the Scheme, this vesting date being the date
of the publication of the Company's full year results for the year ended 31
March 2025. The trigger prices were:

·    At 121 pence (an 83% per cent. increase from the Base Price) per
Ordinary Share or below, there would be no value delivered to Mr Van der
Leest;

·    At 173 pence (a 162% per cent. increase from the Base Price) per
Ordinary Share, the award under the Scheme would be awarded in full; and

·    Between 121 pence per Ordinary Share and 173 pence per Ordinary
Share, the award under the Scheme would increase on a sliding scale up to the
maximum award.

Following the publication of the FY25 results, the Scheme has now fully
vested, with the Company's shares exceeding a 162% increase in the Company's
share price from the Base Price.

In accordance with the terms of the Scheme, on 8 July 2025 Mr Van der Leest
submitted a valid put option for his Growth Shares and the Board has
determined that the valuation criteria for vesting had been fully met.

As a result, the Board has approved the following award to Mr Van der Leest:

·    The payment of £1.8 million gross in cash; and

·    The issue to Mr Van de Leest of 743,095 ordinary shares in Intercede
Group plc, based on the closing share price of an Intercede Share of 173.5p on
7 July 2025, being the day before receipt of the put option (the "New Ordinary
Shares").

In reaching this decision, the Board carefully reviewed the Group's working
capital, cash reserves, potential dilution, and impact on earnings per share.
It concluded that the above combination of cash and equity represents the most
appropriate and balanced approach for the Company.

Following the award, Mr Van der Leest will have a shareholding of 1,819,727
Ordinary Shares in the Company, representing approximately 3.1% of the
Company's total voting rights.

 

The notifications below, which has been made in accordance with the
requirements of the Market Abuse Regulation, provide further detail.

Admission

The New Ordinary Shares are being issued pursuant to the vesting of the Growth
Shares and subsequent exchange into Ordinary Shares. The New Ordinary Shares
will rank pari passu with the Company's existing Ordinary Shares.

Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM and it is expected that Admission will
be effective, and dealings will commence in respect of the New Ordinary Shares
on or around 25 July 2025.

Following Admission, the Company's issued share capital will consist of
59,573,952 Ordinary Shares. The Company holds 373,906 Ordinary Shares in
Treasury, therefore on Admission the total number of voting rights will be
59,200,046. This figure may be used by shareholders as the denominator for the
calculation by which they may determine if they are required to notify their
interest in, or change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

ENQUIRIES

 Intercede Group plc                Tel. + 44 (0)1455 558111
 Klaas van der Leest                CEO
 Nitil Patel                        CFO

 Cavendish Capital Markets Limited  Tel. + 44 (0)20 7220 0500
 Marc Milmo/Fergus Sullivan         Corporate Finance
 Tim Redfern/Jamie Anderson         ECM

 

 

About Intercede

Intercede is a cybersecurity software company specialising in digital
identities, and its innovative solutions enable organisations to protect
themselves against the number one cause of data breach: compromised user
credentials.

 

The Intercede suite of products allows customers to choose the level of
security that best fits their needs, from Secure Registration and ID
Verification to Password Security Management, One-Time Passwords, FIDO and
PKI. Uniquely, Intercede provides the entire set of authentication options
from Passwords to PKI, supporting customers on their journey to passwordless
and stronger authentication environments. In addition to developing and
supporting Intercede software, the Group offers professional services and
custom development capabilities as well as managing the world's largest
password breach database.

 

For over 20 years, global customers in government, aerospace and defence,
financial services, healthcare, telecommunications, cloud services and
information technology have trusted Intercede solutions and expertise in
protecting their mission critical data and systems at the highest level of
assurance.

For more information visit: www.intercede.com (http://www.intercede.com)

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                                                         Klaas van der Leest
 2.                        Reason for the Notification
 a)                        Position/status                                              Executive Director - CEO
 b)                        Initial notification/Amendment                               Initial notification
 3.                        Details of the issuer, emission allowance market participant, auction
                           platform, auctioneer or auction monitor
 a)                        Name                                                         Intercede Group plc

 b)                        LEI                                                          2138001HHZHVUMKZ8968
 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  Ordinary Shares of 1 pence
                           Identification code                                          GB0003287249
 b)                        Nature of the transactions                                   Issue of Ordinary Shares pursuant to vesting of Growth Shares and subsequent
                                                                                        exchange into Ordinary Shares
 c)                        Date(s), Price(s) and volume(s)                              Price(s)     Volume(s)
                                                                                        173.5 pence  743,095
 d)                        Aggregated information:                                      See 4 (c) above

                           ·      Aggregated volumes

                           ·      Prices
 e)                        Date of the transaction                                      25 July 2025

 f)                        Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information:

·      Aggregated volumes

·      Prices

See 4 (c) above

e)

Date of the transaction

25 July 2025

 

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

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