NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 March 2021
Amigo Holdings PLC ("Amigo" or the "Company")
Grant of Long Term Incentive Plan ("LTIP")
Amigo Holdings PLC (LSE: AMGO), a leading provider of guarantor loans in the UK, announces that on 1 March 2021, awards comprising nil-cost options over 1,500,000 ordinary shares of 0.25 pence each in the Company ("Shares") were granted to a senior manager under the Amigo Holdings PLC 2019 Long Term Incentive Plan (the "Awards"). The allocation of the Award is as follows:
| Senior manager | Role | Award |
| Paul Dyer | Chief Risk Officer | 1,500,000 |
The vesting of the Awards is conditional on meeting performance conditions measured over a three-year period as described below and will also be subject to Mr Dyer's successful authorisation under the Senior Manager Regime by the FCA. There is a further holding period of two years following the vesting of the Awards.
Performance conditions
The Awards shall be subject to the following Performance Conditions, and determined by the Board by reference to the weightings and vesting schedule also shown below:
| Performance Condition | Applicable terms | Performance target over the applicable Performance Period | Weighting (% of award) | Vesting schedule (% vesting, threshold - max) |
| EPS growth
| Statutory EPS adjusted, at the discretion of the Remuneration Committee, to remove the impact of provisions for complaints that are not fulfilled over the period of measurement and for any other non standard distortions.
| Growth of EPS over the EPS Hurdle over the Performance Period. EPS Hurdle is 1p. Target for full vesting is 4p. | 30% | 0% - 100% straight line above Hurdle |
| Absolute Total Shareholder Return (ATSR) | Measures the growth in the potential value of an Amigo share over the Performance Period - that is, the amount the share price has appreciated plus the dividends paid. | Growth of ATSR over the ATSR Hurdle over the Performance Period. ATSR Hurdle is 16p. Target for full vesting is 40p. | 40% | 0% - 100% Straight line above ATSR Hurdle |
| Non-financial measures | Measures the effectiveness of the steps taken by the Awardees to ensure Amigo adheres to the standards expected by all stakeholders. | Test against internal targets for corporate culture, conduct risk matters, diversity and inclusiveness and other ESG measures. Benchmark against external expectations over period. | 30% | 0% - 100% |
In relation to the EPS Performance Condition, the applicable Performance Period shall commence on 1 April 2021 and end on 31 March 2024. The EPS Hurdle shall be the base for comparison against EPS for the subsequent Performance Period.
In relation to the Absolute Total Shareholder Return Performance Condition and the Non-financial measures, the applicable Performance Periods shall commence on 1 March 2021 and end on 29 February 2024.
The participants are required to hold any Shares arising at vesting, for a period of 2 years following the end of the Performance Period ending on 31 March 2024.
Malus and clawback provisions are also in place to reduce or recover the Awards for criteria such as any material misstatement of the financial statements, a serious breach of the Company's code of ethics or a serious health and safety issue
The below information and notification is made in accordance with the EU Market Abuse Regulation.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
|
| Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |||||
| a) | Name | Paul Dyer | ||||
| 2. | Reason for notification | |||||
| b) | Position / status | Chief Risk Officer | ||||
| c) | Initial notification / amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| b) | Name | Amigo Holdings PLC | ||||
| c) | LEI | 213800PUHEBLCWDW9T74 | ||||
| 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
Identification code
| Ordinary shares of GBP0.0025 each
GB00BFFK8T45 | ||||
| b) | Nature of the transaction | Grant of options to acquire ordinary shares under the Company's Long Term Incentive Plan. Subject to the rules of the scheme, the option will be exercisable in 2024.
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregated volume Price |
1,500,000 Nil cost | ||||
| e) | Date of the transaction | 1 March 2021 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
This announcement constitutes notice by Amigo Luxembourg S.A. (the "Issuer") to the holders of the Issuer's 7.625% Senior Secured Notes due 2024 (for the notes issued pursuant to Rule 144A of the United States Securities Act of 1933, ISIN: XS1533928468 and Common Code: 153392846; for the notes issued pursuant to Regulation S of the United States Securities Act of 1933, ISIN: XS1533928625 and Common Code: 153392862) (the "Notes") issued pursuant to pursuant to Section 4.03(a)(3) of an indenture dated January 20, 2017 among, inter alia, the Issuer, the guarantors named therein and U.S. Bank Trustees Limited, as trustee and security agent. Amigo Holdings PLC is the indirect parent company of the Issuer. This announcement shall constitute a "Report" to holders of the Notes.
The person responsible for this announcement is Roger Bennett, Company Secretary.
-ENDS
Contacts:
Amigo Holdings PLC investors@amigo.me
Kate Patrick Head of Investor Relations
Roger Bennett Company Secretary
Hawthorn Advisors amigo@hawthornadvisors.com
Lorna Cobbett Tel: +44 (0)20 3745 4960
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