Proactis Holdings PLC
New Long Term Incentive Plan
Grant of Options
Director/PDMR Shareholdings
Proactis Holdings PLC (the "Company"), the business spend management solution provider, announces that it has adopted a new Long Term Incentive Plan ("LTIP"), with the objective of attracting, motivating and retaining key staff over the medium term.
Grants pursuant to the LTIP have been made today at the same time as the cancellation of certain share options previously issued under the Enterprise Management Scheme, the Executive Share Option Scheme 2006 and the Executive Share Option Scheme 2017, following today's announcement of a recommended cash offer for the Company by Cafe Bidco Limited, a wholly-owned subsidiary of investment funds advised and managed by Pollen Street Capital Limited.
Alan Aubrey, Non-Executive Chairman, commented: "The implementation of this LTIP means we are now able to fulfil the commitments made to our staff before first discussions regarding an offer for the Company were initiated.
We consider this an important step in attracting, motivating and retaining the right team to drive the business forward. We have been cognisant that no significant awards have been granted since 2017 and the Company has faced many challenges during that time. The Company strategy has now been reset and since the operational review in 2019, we are pleased to have updated the market against the delivery of a number of key strategic and commercial milestones. The Board believes that the performance conditions attaching to the LTIP awards are a fair measure of value creation and delivery on this strategy.
We are grateful for the support we received from our shareholders during the consultation process."
Background
Following the operational review in 2019, the Remuneration Committee conducted a full review of its incentive arrangements, having taken independent external advice and has created a management incentive scheme designed to incentivise delivery of the Company's growth objectives. Although the new LTIP does not require shareholder approval, as recommended under the QCA Corporate Governance Code, the Board has consulted with the Company's major shareholders who have expressed their support. This consultation took place in November 2020 and no material changes have been made to structure of the LTIP since this time.
The LTIP provides for awards over Ordinary Shares to be granted under the LTIP for its Executive Directors, other senior management members and wider employees. The LTIP was designed to encourage strong and sustained corporate performance in order to drive returns to shareholders over the medium-term. Furthermore, it was designed to encourage them to build up and retain a meaningful shareholding in the Company, hence helping to ensure that the interests of participants are closely aligned with those of shareholders.
The maximum number of new ordinary shares that can be issued under the LTIP and the Company's other employee share plans is capped at 15 per cent of the Company's issued share capital within a 10 year period.
It is anticipated that the LTIP itself will ultimately operate in respect of awards in aggregate over 12 per cent of the Company's issued share capital.
Subject to the rules of the LTIP and the terms of the awards, awards will vest to the extent that the performance conditions have been met at the end of the relevant performance period and the underlying shares (net of those sold for tax liability) may then only be traded once any post vesting holding period is completed. The terms of the LTIP include normal provisions for "good leaver", "bad leaver", change of control and malus and clawback. The Remuneration Committee reserves discretion to amend the terms of any grant prior to vesting, acting reasonably.
Further details of the LTIP will be included in the Group's next Annual Report.
Grant of Awards
On 30 April 2021, the Company granted the following awards under the LTIP to its two Executive Directors and four other Executive Leadership Team members:
| Director/ PDMR | Position | Number of Ordinary Shares under Award | Exercise Price per Ordinary Share |
| Tim Sykes | Chief Executive Officer | 3,815,355 | £0.10 |
| Richard Hughes | Chief Financial Officer | 1,271,785 | £0.10 |
| Tim Schaefers | Market Director (NL) | 1,271,785 | £0.10 |
| Paul van Rietschoten | Chief Technology Officer (NL) | 1,271,785 | £0.10 |
| Paul Massey | Product Director | 1,271,785 | £0.10 |
| Craig Slater | Managing Director | 228,911 | £0.10 |
The awards will ordinarily vest on the third anniversary of the date of grant (the "Normal Vesting Date") subject to the grantee's continued service and to the extent to which the award's performance conditions are satisfied. If the awards are exercised within two years of becoming vested, the shares acquired under them (except for those sold to meet tax liability arising on exercise) must be retained until at least the expiry of such two year "post-vesting" holding period.
The performance conditions relate to share price performance and also contain underpins regarding underlying financial performance. Share price performance related vesting will be awarded on a pro-rata ratchet between 60 pence and £1.50, and £1.50 and £3.00, measured by the average of the closing middle market quotations for the Company's Ordinary Shares for the 90 dealing days prior to the Normal Vesting Date.
At its discretion, the Remuneration Committee may adjust down the level of vesting that would otherwise result on account of share price performance by reference to one or more of: growth in ARR CAGR over three financial years, reported adjusted EBITDA for financial year 2023 and reported adjusted EBITDA for financial year 2023 less capitalised development costs. A reduction may also apply if the Remuneration Committee considers that the extent of vesting is not aligned to its assessment of the Company's general business performance and shareholder experience.
A term of the awards include that additional vesting may apply in respect of the awards at the discretion of the Remuneration Committee by regard to such factors and performance metrics as it reasonably considers appropriate which may include regard to the individual's personal contribution to the execution of the Company's strategy between the grant of the awards and their vesting.
A term of any awards granted to the Executive Directors (and certain others) include that within six months of their grant the awards may be scaled back by up to 28 per cent. in size to create additional headroom for awards to others.
On the same day as the above LTIP awards were made, the following awards held by the Executive Directors and four other Executive Leadership Team members, outlined below, which were granted from between 2014-2018, were cancelled.
| Director/PDMR | Date of grant | Scheme | Number of options | Exercise price |
| Tim Sykes | 12/02/2016 | EMI | 210,000 | £1.145 |
| Tim Sykes | 14/01/2014 | ESO 2006 | 635,960 | £0.365 |
| Tim Sykes | 29/08/2017 | ESO 2017 | 451,842 | £0.43 |
| Tim Schaefers | 06/08/2018 | ESO 2017 | 100,000 | £1.08 |
| Paul van Rietschoten | 06/08/2018 | ESO 2017 | 50,000 | £1.08 |
| Paul Massey | 10/11/2016 | EMI | 50,000 | £1.25 |
| Paul Massey | 01/08/2018 | ESO 2017 | 50,000 | £1.00 |
| Paul Massey | 01/08/2018 | ESO 2017 | 50,000 | £1.65 |
| Craig Slater | 01/08/2018 | ESO 2017 | 100,000 | £1.00 |
| Craig Slater | 01/08/2018 | ESO 2017 | 100,000 | £1.65 |
Following the grant of awards detailed above, 12 per cent of the Company's current issued share capital will be under option in accordance with the Group's existing share option schemes.
The grant of the LTIP awards to Tim Sykes and Richard Hughes, executive directors of the Company and Sean McDonough, who was a director of the Company within the preceding 12 months, is a related party transaction under Rule 13 of the AIM Rules for Companies. The Independent Directors (being Nick Brown, Alan Aubrey and Rodney Potts) consider, having consulted with finnCap Ltd, the Company's nominated adviser, that the terms of the aforementioned related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned.
The grant of LTIP awards have been made to Tim Sykes and Richard Hughes. finnCap considers this grant, as set out above, is fair and reasonable, as requested by the Takeover Panel. In providing this advice, finnCap has taken into account the commercial assessments of the Independent Directors (being Nick Brown, Alan Aubrey and Rodney Potts).
For further information, please contact:
| Proactis Holdings PLC | |
| Tim Sykes, Chief Executive Officer
| 01937 545070 investorcontact@proactis.com |
| finnCap Ltd Carl Holmes/Emily Watts - Corporate Finance Andrew Burdis/Richard Chambers - ECM |
0207 220 0500
|
|
Alma PR Hilary Buchanan, Sam Modlin, David Ison |
020 3405 0205 Proactis@almapr.co.uk |
Notes to Editors:
Proactis creates, sells and maintains software and services which enable organisations to streamline, control and monitor all indirect expenditure. Its solutions are used in approximately 1,100 buying organisations around the world from the commercial, public and not-for-profit sectors.
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
| a) | Name: | Tim Sykes | ||||||||
2. | Reason for the notification | |||||||||
| a) | Position/status: | Chief Executive Officer | ||||||||
| b) | Initial notification/Amendment: | Initial notification | ||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name: | PROACTIS Holdings PLC | ||||||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||||||
| b) | Nature of the transaction: | Cancellation of options over ordinary shares | ||||||||
| c) | Price(s) and volume(s): |
| ||||||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||||||
| e) | Date of the transaction: | 30 April 2021 | ||||||||
| f) | Place of the transaction: | Outside of a trading venue | ||||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Tim Sykes | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Chief Executive Officer | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Grant of awards over ordinary shares under the Company's LTIP | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Richard Hughes | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | 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: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Grant of awards over ordinary shares under the Company's LTIP | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Tim Schaefers | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Market Director (NL) | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Cancellation of options | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Tim Schaefers | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Market Director (NL) | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Grant of awards over ordinary shares under the Company's LTIP | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Paul van Rietschoten | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Chief Technology Officer (NL) | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Cancellation of options | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Paul van Rietschoten | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Chief Technology Officer (NL) | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Grant of awards over ordinary shares under the Company's LTIP | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||||
| a) | Name: | Paul Massey | ||||||||
2. | Reason for the notification | |||||||||
| a) | Position/status: | Product Director | ||||||||
| b) | Initial notification/Amendment: | Initial notification | ||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
| a) | Name: | PROACTIS Holdings PLC | ||||||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||||||
| b) | Nature of the transaction: | Cancellation of options | ||||||||
| c) | Price(s) and volume(s): |
| ||||||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||||||
| e) | Date of the transaction: | 30 April 2021 | ||||||||
| f) | Place of the transaction: | Outside of a trading venue | ||||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Paul Massey | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Product Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Grant of awards over ordinary shares under the Company's LTIP | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a) | Name: | Craig Slater | ||||||
2. | Reason for the notification | |||||||
| a) | Position/status: | Managing Director | ||||||
| b) | Initial notification/Amendment: | Initial notification | ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name: | PROACTIS Holdings PLC | ||||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||||
| b) | Nature of the transaction: | Cancellation of options | ||||||
| c) | Price(s) and volume(s): |
| ||||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||||
| e) | Date of the transaction: | 30 April 2021 | ||||||
| f) | Place of the transaction: | Outside of a trading venue | ||||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Craig Slater | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Managing Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | PROACTIS Holdings PLC | ||||
| b) | LEI: | 213800NX05KK2YWNRJ1 | ||||
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: Identification code: | Ordinary shares of 10 pence each GB00B13GSS58 | ||||
| b) | Nature of the transaction: | Grant of awards over ordinary shares under the Company's LTIP | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: |
As above | ||||
| e) | Date of the transaction: | 30 April 2021 | ||||
| f) | Place of the transaction: | Outside of a trading venue | ||||
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