REG - Saietta Group PLC - Update on Company Share Incentive Schemes

SaiettaAnnouncement

11/08/2023 07:00

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RNS Number : 0139J  Saietta Group PLC  11 August 2023

11 August 2023

 

Saietta Group Plc

("Saietta", the "Company" or the "Group")

Update on Company Share Incentive Schemes

Saietta Group Plc ("Saietta" and the "Company") (AIM: SED), the AIM-listed
multi-national business which designs, engineers and manufactures complete
electric drivetrain (eDrive) systems for electric vehicles, today announces
the grant of new options, and cancellation of existing options, in order to
appropriately incentivise key employees in the Company's next stages of
growth.

On 29 June 2021, the Board of Directors of Saietta adopted the Saietta Group
plc Long Term Incentive Plan 2021 (the "LTIP") and granted options to certain
employees. Save for an award to Tony Gott, as announced in August 2022, no
awards to key employees have been made under the LTIP since the initial
tranche of awards were granted in 2021.

Saietta's Remuneration Committee (the "Remuneration Committee") has determined
that awards under the LTIP should be made available to a wider pool of key
employees who have joined the business after 29 June 2021.

The Remuneration Committee also believe that the performance conditions
attaching to the options granted in 2021 have not been met and are unlikely to
be and are therefore failing to provide a long term incentive to retain key
senior team members which the Company believes is of paramount importance to
deliver long term shareholder value. Accordingly, certain options granted in
2021 are to be surrendered and replaced by a new tranche of options with
updated performance criteria.

The following actions have been taken today:

1.           new awards under the LTIP have been granted ("2023
Awards") to key employees who have joined the Company since June 2021 for an
aggregate of up to 1,600,000 ordinary shares of £0.0011 each ("Ordinary
Shares");

2.           awards granted in 2021 under the LTIP, to acquire in
aggregate up to 1,130,000 Ordinary Shares, have been surrendered and replaced
by 2023 Awards with updated performance criteria, over in aggregate 1,850,000
Ordinary Shares; and

3.           the rules of the LTIP have been amended to, among other
things, alter the existing leaver provisions. Under the amended rules of the
LTIP, awards may only be retained and exercised in certain "good leaver"
scenarios when the performance conditions attaching to the relevant award have
been satisfied and any holding period has expired.

The awards granted in 2021 that have been surrendered, and the 2023 Awards
granted to PDMRs are detailed in the table below:

 

 Name               Position                 Number of Ordinary Shares under surrendered 2021 awards  Number of Ordinary Shares subject to 2023 Awards  Exercise Price of the 2023 Awards
 Steven Harrison    Chief Financial Officer  600,000                                                  600,000                                           £0.01
 Graham Lenden      Chief of Staff           250,000                                                  400,000                                           £0.01
 Christopher Lines  Head of R&D              250,000                                                  300,000                                           £0.01

The 2023 Awards will vest and be capable of exercise in two tranches upon the
satisfaction of certain performance conditions to be tested on 31 March 2024
and 31 March 2025. Upon vesting, 50% of the vested Ordinary Shares under the
2023 Awards shall be subject to a 12 month holding period and the other 50% of
the vested Ordinary Shares shall be subject to a 24 month holding period.
Except in certain circumstances as set out in the rules of the LTIP, the 2023
Awards may only be exercised after the expiration of the relevant holding
periods.

In the event of a change of control, the 2023 Awards shall be exercisable to
the extent vested upon prior satisfaction of the relevant performance
conditions provided that, if the price per share paid in connection with such
change of control exceeds the share price target set out in the 2023 Award
agreements, the awards shall be capable of exercise in full.

Company Share Option Plan

Saietta also announces that a Company Share Option Plan was adopted on 31 May
2023 for the purpose of granting tax-advantaged options to Saietta's wider
workforce over a total of 320,019 Shares (the "CSOP Options"), and which is
currently spread between 84 employees (average of 3,810 per employee). The
Remuneration Committee does not intend to grant CSOP Options to employees that
have been granted LTIP instead. No CSOP Options have been granted to PDMRs.

The vesting period of the CSOP Options is three years from the date of grant.
Except in the event of a change of control of Saietta and in certain 'good
leaver' scenarios, no CSOP Options may be exercised prior to the expiry of the
vesting period. Ordinary Shares acquired on exercise of the CSOP Options shall
be subject to a holding period of six months, during which time they cannot be
sold, except in certain circumstances including, but not limited to, the sale
of Ordinary Shares to cover the exercise price payable upon exercise of the
CSOP Options. No performance conditions attach to the exercise of the CSOP
Options.

The total number of Ordinary Shares that may be acquired pursuant to awards
and options which have been granted under the LTIP and CSOP to date is
6,490,019, representing approximately 6.31% of Saietta's current issued share
capital. The aggregate number of Ordinary Shares that may be used to satisfy
all options granted under the LTIP and the CSOP will not exceed 10% of the
issued share capital of Saietta.

Variation of options held by Tony Gott

As noted above, it was announced on 4 August 2022 that, as part of Tony Gott's
move to Executive Chairman, he received options over 3,000,000 Ordinary Shares
under the LTIP.

As noted in the Company's announcement on 18 April 2023, given Mr Gott's
further appointment as Interim CEO, the Remuneration Committee agreed to put
in place an incentive policy that was fully aligned with his short-term
objectives as the Interim CEO. Accordingly, in respect of options granted to
Tony Gott on 4 August 2022, the period during which the performance conditions
must be satisfied has been reduced for options over 2,000,000 Ordinary Shares,
and will now end on 1 April 2024 as opposed to 31 March 2025.

 

 

Devyani Vaishampayan, Independent Non-Executive Director and Chair of the
Remuneration Committee commented:

"As a growth focused business, we are pleased we can recognise the commitment
of our skilled and valuable employees through a longer-term employee
proposition. Having the highest calibre employees and having them
appropriately incentivised is absolutely fundamental in maximising shareholder
value in our very competitive industry".

 

 

 Saietta Group                                               via FTI

 Anthony (Tony) Gott, Executive Chairman & Interim CEO

 Steven Harrison, Chief Financial Officer
 Canaccord Genuity (Nomad and Broker)                        0207 523 8000

 Henry Fitzgerald-O'Connor / Harry Pardoe
 FTI Consulting (Financial PR advisor)                       Tel: +44 (0) 20 3727 1000

 Ben Brewerton / Dhruv Soni                                  saietta@fticonsulting.com

About Saietta

Listed on the London Stock Exchange's AIM, Saietta is a multi-national
business which designs, engineers and manufactures complete electric drive
(eDrive) solutions for use in lightweight vehicles including scooters,
motorbikes, rickshaws and urban delivery vehicles.

Saietta's breakthrough electric motor technologies include proprietary AFT
(Axial Flux Technology) and RFT (Radial Flux Technology) which can be combined
with in-house power electronics, powertrain controls, mechanical axles, and
transmissions.

Developing tailored electric powertrain solutions to deliver competitive
advantage, Saietta's turnkey engineering services are designed to fast-track
electric vehicle development from concept to start of production. For more
information, visit https://www.saietta.com/ (https://www.saietta.com/)

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Steven Harrison
 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                                             Saietta Group PLC
 b)  LEI                                              213800OOUPLXQIFOO462
 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          Ordinary shares of £0.0011 each
 b)  Identification code of the Financial Instrument  GB00BNDM6X87
 c)  Nature of the transaction                        Surrender of Options and reissue of new Options
 d)  Price(s) and volume(s)

Price(s)                                    Volume(s)
                                                      £0.01 per Ordinary Share (exercise price)   Options over 600,000 Ordinary Shares Cancelled
                                                      £0.01 per Ordinary Share (exercise price)   Options over 600,000 Ordinary Shares granted
 e)  Aggregated information:  volume, Price           Not applicable - single transaction
 f)  Date of the transaction                          10 August 2023
 g)  Place of the transaction                         London Stock Exchange (XLON)

e)

Aggregated information:  volume, Price

Not applicable - single transaction

f)

Date of the transaction

10 August 2023

g)

Place of the transaction

London Stock Exchange (XLON)

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Graham Lenden
 2   Reason for the notification
 a)  Position/status                                  Chief of Staff
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Saietta Group PLC
 b)  LEI                                              213800OOUPLXQIFOO462
 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          Ordinary shares of £0.0011 each
 b)  Identification code of the Financial Instrument  GB00BNDM6X87
 c)  Nature of the transaction                        Surrender of Options and reissue of new Options
 d)  Price(s) and volume(s)

Price(s)                                    Volume(s)
                                                      £0.01 per Ordinary Share (exercise price)   Options over 250,000 Ordinary Shares Cancelled
                                                      £0.01 per Ordinary Share (exercise price)   Options over 400,000 Ordinary Shares granted
 e)  Aggregated information:  volume, Price           Not applicable - single transaction
 f)  Date of the transaction                          10 August 2023
 g)  Place of the transaction                         London Stock Exchange (XLON)

e)

Aggregated information:  volume, Price

Not applicable - single transaction

f)

Date of the transaction

10 August 2023

g)

Place of the transaction

London Stock Exchange (XLON)

 

 1   Details of the person discharging managerial responsibilities
 a)  Name                                             Christopher Lines
 2   Reason for the notification
 a)  Position/status                                  Head of R&D
 b)  Initial notification/ Amendment                  Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                             Saietta Group PLC
 b)  LEI                                              213800OOUPLXQIFOO462
 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          Ordinary shares of £0.0011 each
 b)  Identification code of the Financial Instrument  GB00BNDM6X87
 c)  Nature of the transaction                        Surrender of Options and reissue of new Options
 d)  Price(s) and volume(s)

Price(s)                                    Volume(s)
                                                      £0.01 per Ordinary Share (exercise price)   Options over 250,000 Ordinary Shares Cancelled
                                                      £0.01 per Ordinary Share (exercise price)   Options over 300,000 Ordinary Shares granted
 e)  Aggregated information:  volume, Price           Not applicable - single transaction
 f)  Date of the transaction                          10 August 2023
 g)  Place of the transaction                         London Stock Exchange (XLON)

e)

Aggregated information:  volume, Price

Not applicable - single transaction

f)

Date of the transaction

10 August 2023

g)

Place of the transaction

London Stock Exchange (XLON)

 

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