TIDMOSG
RNS Number : 4576A
Opsec Security Group PLC
22 December 2014
22 December 2014
OPSEC SECURITY GROUP PLC
("OpSec" or the "Company")
Director Dealings and New Option Scheme
The Company announces that, on 19 December 2014, it adopted a
new management incentive scheme, the OpSec Executive Share Option
Scheme 2014 ("ESOS"). The maximum number of ordinary shares of 5
pence in the Company ("Shares") over which options may be granted
under the ESOS shall not, when aggregated with any Shares that
either have been or may be issued or transferred to satisfy any
rights that, at the date of adoption of this scheme, are
outstanding under any other schemes, exceed 13,188,632 Shares. In
determining whether this limit would be exceeded, there shall be
disregarded:-
-- any Shares over which options have been granted under the
ESOS if, and to the extent that, such options have lapsed; and
-- any Shares that either might have been issued or transferred
to satisfy any rights under any other employee share schemes
established by the Company if, and to the extent that, such rights
have lapsed.
Under the ESOS, on 19 December 2014, the Company granted options
over, in aggregate, 11,915,000 Shares ("Options") to management and
Directors whereby they are entitled to acquire Shares at 38 pence
per share. Awards to the Directors included in that total are set
out in the table below.
Director Maximum number of Shares over which Options granted
Richard S. Cremona 4,000,000
----------------------------------------------------
Michael W. Angus 1,500,000
----------------------------------------------------
The Options will vest, as to one-half of the Shares under
option, on a time basis (the "Time-Based Option") and, as to the
other one-half of the Shares under option, if and to the extent
that certain targets relating to the Company's EBITDA are met (the
"Performance-Based Option").
The Time-Based Option will vest as follows:-
-- on the date of grant, as to eight forty-eighth (8/48) of the Shares;
-- on 31 December 2014 and the last day of each subsequent month
until 28 February 2018, one forty- eighth (1/48) of those Shares;
and
-- on 31 March 2018, the balance.
The Performance-Based Option will vest as follows:-
-- one-third of those Shares will vest if the Company's EBITDA
for the financial period ending 31 March 2016 is not less than $11
million, the Company's EBITDA for the financial period ending 31
March 2017 is not less than $15 million or the Company's EBITDA for
the financial period ending 31 March 2018 is not less than $19
million;
-- a further one-third of those Shares will vest if the
Company's EBITDA for the financial period ending 31 March 2017 is
not less than $15 million or the Company's EBITDA for the financial
period ending 31 March 2018 is not less than $19 million; and
-- the final one-third of those Shares will vest if the
Company's EBITDA for the financial period ending 31 March 2018 is
not less than $19 million.
The Company's EBITDA for any period is defined as the earnings
(computed in accordance with prevailing accounting principles) for
that period before interest, tax, depreciation and amortisation of
the Company and its subsidiaries (adjusted so as to disregard the
effects of charges or credits for share-based payments and
exceptional items and impairment charges).
If there is a qualifying change of control of the Company and
the price per Share payable in connection with the qualifying
change of control is not less than 60 pence, the Time-based Options
and the Performance-based Options will (to the extent that they
have not already vested) vest as follows:-
-- if the price offered is between 60 pence and (less than) 65
pence, the participant can acquire 20% of the Shares that he would
otherwise be unable to acquire;
-- if the price offered is between 65 pence and (less than) 70
pence, the participant can acquire 50% of those Shares;
-- if the price offered is between 70 pence and (less than) 75
pence, the participant can acquire 75% of those Shares; and
-- if the price offered is 75 pence or more, the participant can
acquire all the shares the subject of the Options.
A qualifying change of control of the Company means:-
-- a change of control of OpSec resulting from a formal offer
made by a third party for its entire issued share capital;
-- a person (or persons) acquiring control of OpSec (other than
as a result of a formal offer) unless than person is Investcorp or
its affiliates (in which case, this will be a qualifying change of
control only if this is agreed with two or more participants
holding more than 50% of the shares under option under the Scheme);
and
-- any other circumstances that are agreed by the OpSec board (acting reasonably).
The Options can be exercised at any time after (in the case of
the Time-based Option) 1 April 2018 or, (in the case of the
Performance-based Options) they have vested until the earlier of 30
September 2024, three months after a cessation of employment and
seven days following a qualifying change of control of the
Company.
A condition for participation in the ESOS is the surrender of
all outstanding awards under the other employee share schemes
established by the Company. Accordingly, the Directors are
surrendering the awards under the scheme set out in the table below
granted to them over the number of Shares set out in the
table:-
Director Management Incentive Scheme 2014 Long Term Incentive Scheme 2007
Michael W. Angus 1,900,000 326,667
--------------------------------- --------------------------------
- Ends -
For further information, please contact:
+1 720 394
OpSec Security Group plc 2803
Richard S. Cremona, Chief Executive (rcremona@opsecsecurity.com)
Mike Angus, Finance Director (mangus@opsecsecurity.com)
Shore Capital and Corporate Limited 020 7408 4090
Stephane Auton/ Patrick Castle
This information is provided by RNS
The company news service from the London Stock Exchange
END
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