REG - Intercede Group PLC - Long Term Incentive Plan

IntercedeAnnouncement

10/10/2022 08:00

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RNS Number : 2584C  Intercede Group PLC  10 October 2022

Intercede Group PLC

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

Long Term Incentive Plan

Intercede, the leading specialist in digital identity, credential management
and secure mobility, today announces that the Company's Remuneration Committee
has adopted a revised long term incentive plan (the "LTIP") to align and
incentivise Executive Board members to deliver growth and increased returns on
investment and thereby create significant shareholder value for investors
through share price performance.

The LTIP consists of two elements:

·    grants of options ("Options") over ordinary shares of 1 pence in the
Company ("Ordinary Shares") under a new Intercede Group plc Long Term
Incentive Plan to the Executive management of the Company; and

·    a growth share scheme (the "Growth Share Scheme"), the initial
recipient of which is the Company's CEO, Klaas van der Leest.

Option grant

The Options have been granted at a price of 38 pence per Ordinary Share, being
the average closing mid-market price of an Ordinary Share for the last three
trading days ending 7 October 2022. The Options will be exercisable from 10
October 2025 to 9 October 2032, contingent on the 30-day average closing
mid-market price of an Ordinary Share reaching at least 121 pence per Ordinary
Share (the "Option Trigger Price") following the vesting period, being three
years from the date of the grant (the "Performance Criteria") or such other
earlier or later date or dates determined by the Company on or before the Date
of Grant and specified in the Grant Letter and/or Option Certificate, subject
always to the Option Trigger Price:

If the Performance Criteria above is achieved, the number of Options that will
vest and become exercisable is as follows:

 Name                 Role  Number of Shares
 Klaas van der Leest  CEO   500,000
 Nitil Patel          CFO   500,000

 

The Growth Share Scheme

In the Growth Share Scheme, new shares in a subsidiary company, Intercede
Limited, have been purchased at nominal cost and awarded to Klaas van der
Leest as set out in the table below (the "Growth Shares").

The Growth Share Scheme will commence partial vesting if, in the 30-day period
following the release of Company's results for the year ended 31 March 2025
(the "Vesting Period"), the average closing mid-market price of an Ordinary
Share equals or exceeds 121 pence per Ordinary Share (the "Growth Share Scheme
Trigger Price"), The Growth Shares do not carry any voting rights nor
entitlement to any dividend. An initial allocation of 300 Growth Shares in
Intercede Limited will be awarded under the Growth Share Scheme:

 Director             Role  Growth Shares awarded  Maximum Ordinary Shares available under the Growth Share Scheme
 Klaas van der Leest  CEO   300                    1,785,705

 

Klaas van der Leest will be required to pay an amount of £7,500 on grant of
the Growth Shares. This is linked to the tax market value of the Growth Shares
at grant. No further amount is payable on vesting or settlement under the
Scheme. It is anticipated that the Company will settle the Growth Share Scheme
in Ordinary Shares of Intercede Group plc.

Performance criteria and vesting criteria

The number of Growth Shares exchangeable into Ordinary Shares depends on the
average price of an Ordinary Share during the Vesting Period.

A 30-day averaging period will be used to measure the price of an Ordinary
Share achieved to ensure that performance will not be unduly impacted by
short-term volatility. The key components of the Growth Share Scheme can be
adjusted for any dividend payments or capital adjustments which may occur as
deemed fair by the Remuneration Committee.

The value of the Growth Shares is calculated by applying a 5% premium to the
base share price of 66 pence ("Base Price"). The Base Price is based on the
Company's average share price for the 30 days following the release of the
Company's results for the year ended 31 March 2022.

·    At 121 pence (an 83% per cent. increase from the Base Price) per
Ordinary Share or below, no value is delivered to participants;

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

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

For the Growth Share Scheme to vest in full, the share price of the Company
will need to increase by approximately 162% from the Base Price, representing
an increase in market capitalisation of approximately £101m.

Participants have 60 days following the Vesting Period to exchange the Growth
Shares into Ordinary Shares. Any Growth Shares outstanding on the long stop
date (being 60 days after the Company's results for the year ended 31 March
2025 are announced) will automatically be converted to deferred shares.
Deferred shares have no rights and no entitlement to capital in the Company.

Earlier conditional vesting of Growth Shares could occur if the holder ceases
employment on good leaver terms as detailed within the Growth Share Scheme or
if the Remuneration Committee considered it appropriate, on the occurrence of
a change of control or another major corporate event.

At their absolute discretion, the Remuneration Committee may make further
grants to new participants under the Growth Share Scheme.

In the preparation of the Growth Share Scheme, the input of a number of the
Company's key shareholders has been sought.

Related Party Transaction

The grant of the Growth Shares to Klaas van der Leest comprises a related
party transaction under Rule 13 of the AIM Rules for Companies. The
independent directors of Intercede, which for the purposes of this related
party transaction comprise all board members other than Klaas van der Leest,
consider, having consulted with Intercede's nominated adviser, that the terms
of the transaction are fair and reasonable insofar as Intercede's shareholders
are concerned.

Total options outstanding

Following the grant of Options and the Growth Shares (assumes maximum award),
the Company has a total of 4,065,705 options over Ordinary Shares outstanding,
and by including SIPP shares, it represents approximately 8.6 per cent. of the
Company's issued share capital.

ENQUIRIES

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

 finnCap Ltd                      Tel. + 44 (0)20 7220 0500
 Simon Hicks/Fergus Sullivan      Corporate Finance
 Tim Redfern/Charlotte Sutcliffe  ECM

 

About Intercede

Intercede is a cybersecurity company specialising in digital identities,
derived credentials and access control, enabling digital trust in a mobile
world.

Headquartered in the UK, with offices in the US, we believe in a connected
world in which people and technology are free to exchange information
securely, and complex insecure passwords become a thing of the past.

Our vision is to make the highest levels of cybersecurity available to
organisations and consumers alike, solving complexity and scalability issues
by managing high volumes of digital credentials.

 

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                                              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                                                          213800VFMNCYCDQ65C90

 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  Options over Ordinary Shares
       Identification code                                          GB0003287249
 b)    Nature of the transactions                                   Grant of options over Ordinary Shares
 c)    Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                    38p       500,000
 d)    Aggregated information:                                      See 4(c) above

       ·    Aggregated volumes

       ·    Prices
 e)    Date of the transaction                                      10 October 2022

 f)    Place of the transaction                                     Outside of a trading venue

d)

Aggregated information:

·    Aggregated volumes

·    Prices

See 4(c) above

e)

Date of the transaction

10 October 2022

 

f)

Place of the transaction

Outside of a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Nitil Patel
 2.  Reason for the Notification
 a)  Position/status                                              CFO
 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                                                          213800VFMNCYCDQ65C90

 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  Options over Ordinary Shares
     Identification code                                          GB0003287249
 b)  Nature of the transactions                                   Grant of options over Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  38p       500,000
 d)  Aggregated information:                                      See 4(c) above

     ·    Aggregated volumes

     ·    Prices
 e)  Date of the transaction                                      10 October 2022

 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information:

·    Aggregated volumes

·    Prices

See 4(c) above

e)

Date of the transaction

10 October 2022

 

f)

Place of the transaction

Outside of a trading venue

 

 

 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                                              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                                                          213800VFMNCYCDQ65C90

 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 share scheme shares in Intercede Limited, which may be converted into
                                                                  new ordinary shares in Intercede Group plc
     Identification code                                          GB0003287249
 b)  Nature of the transactions                                   Grant of growth share scheme shares in Intercede Limited, which may be
                                                                  converted into new ordinary shares in Intercede Group plc
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  £25       300
 d)  Aggregated information:                                      See 4(c) above

     ·    Aggregated volumes

     ·    Prices
 e)  Date of the transaction                                      10 October 2022

 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information:

·    Aggregated volumes

·    Prices

See 4(c) above

e)

Date of the transaction

10 October 2022

 

f)

Place of the transaction

Outside of a trading venue

 

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