Grant of performance share awards under LTIP
19/01/2023 07:00
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RNS Number : 1923N Smoove PLC 19 January 2023
Smoove plc
("Smoove" or the "Company")
Grant of performance share awards under Long Term Incentive Plan
and
Notification of transactions by PDMRs
Smoove plc (AIM: SMV), the customer focused technology and services business
aiming to revolutionise home moving and ownership, announces that on 17
January 2023 it adopted the Smoove plc Share Option Scheme and Joint Share
Ownership Plan (the "JSOP", and together the "LTIP").
On 18 January 2023, the Company conditionally made awards over a total of
3,400,000 Ordinary Shares (the "Performance Shares") under the LTIP to its two
Executive Directors and other senior employees.
Awards to its Executive Directors are detailed below.
Name Position Maximum Number of Performance Share Awards
Jesper With-Fogstrup Chief Executive Officer 1,500,000
Michael Cress Chief Financial Officer 750,000
The awards are intended to align the incentives of the Executive Directors and
other senior employees with the Company's performance and outcomes for
shareholders over the long term and to provide effective and attractive levels
of reward, based on delivering strong performance in a fair and proportionate
manner.
The vesting of all the Performance Share awards is conditional on meeting a
performance condition relating to gross profit and a share price performance
condition, measured three years from the award date, as detailed below (the
"Performance Conditions").
Subject to meeting the Performance Condition relating to gross profit, as well
as the minimum share price Performance Condition (as set out below) a
proportion of the Performance Shares will vest on the third anniversary of the
award. At least 50% of any shares vested must be retained until the fourth
anniversary of the date of award. The awards are subject to market standard
leaver, malus and clawback provisions.
Upon the third anniversary of the award and providing the Performance
Condition relating to gross profit has been met, the Performance Shares will
vest on a straight-line basis according to the share price as below.
Share price target upon third anniversary Portion of award which will vest
Below 55 pence No vesting
55 pence 33%
80 pence 100%
In making its determination in relation to the achievement of the above
conditions, the Remuneration Committee may, in line with the Good Governance
Practice, exercise its discretion to override formulaic outcomes, including,
without limitation, to reflect overall corporate performance and the
experience of shareholders in terms of value creation and in the event that
the business suffers any exceptional event.
In total, 2,125,490 awards under the LTIP will be granted as new EMI or (where
the EMI limit is exceeded) unapproved options and 1,274,510 of the shares
purchased by the Company from the Tender Offer (which completed on 11 January
2023) have been transferred from treasury into the employee benefit trust to
be granted as JSOP awards.
Using the methodology that the JSOP award is non-dilutive because the Ordinary
Shares used to satisfy them are existing shares issued out of treasury (having
been purchased in the Tender Offer), the Company will continue to operate
within the limit that dilution arising from employee share awards will not
exceed 10% over a ten-year period.
Total Voting Rights
On 11 January 2023 the Company announced that 2,200,000 shares were held in
treasury following the closure of the Tender Offer, as set out in the circular
dated 2 December 2022. Following the grant of the JSOP awards referred to
above, the remaining 925,490 shares held in treasury have been cancelled. The
Company has no shares held in treasury following this cancellation.
Following the transfer of shares into the employee benefit trust and the
cancellation of the remaining treasury shares the number of shares in issue
will be 57,016,550.
The figure of 57,016,550 may be used by the Company's shareholders as the
denominator in the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure, Guidance and
Transparency Rules.
Enquiries:
Via Walbrook PR
Smoove plc
Jesper With-Fogstrup, CEO
Michael Cress, CFO
Panmure Gordon (UK) Limited (NOMAD and Broker) +44 (0)20 7886 2500
Dominic Morley
Amrit Mahbubani
Rupert Dearden
Walbrook PR Limited smoove@walbrookpr.com or Tel: 020 7933 8780
Tom Cooper/ Nick Rome
ANNEX
Notification and public disclosure of transactions by persons discharging
managerial responsibilities / persons closely associated with them
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Jesper With-Fogstrup
2. Michael Cress
2 Reason for the notification
a) Position/status 1. Chief Executive Officer
2. Chief Financial Officer
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Smoove plc
b) LEI 213800TDUOUSIQT2OT29
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. 0.4p Ordinary Shares
Identification code ISIN: GB00BNG8T458
b) Nature of transaction Awards made pursuant to the Smoove plc Share Option Scheme and Joint Share
Ownership Plan
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 1. 1,500,000
2. 750,000
Aggregated information N/A single transaction
- Aggregated volume
- Price
e) Date of the transaction 18 January 2023
f) Place of the transaction XOFF
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