TIDMAGFX
RNS Number : 7122F
Argentex Group PLC
08 November 2022
8 November 2022
Argentex Group PLC
("Argentex" or the "Group")
New Long Term Incentive Plan
Argentex Group PLC, the international provider of foreign
exchange services to institutions, corporates and high net worth
private individuals, today announces the establishment of a new
Long Term Incentive Plan ("LTIP" or the "Plan") for its executive
directors and senior management team in order to incentivise and
encourage retention of senior employees in a manner that aligns
with the interests of the Group's shareholders. The Company has
consulted with certain of its larger institutional shareholders on
the LTIP.
New Long Term Incentive Plan
The LTIP is a value creation plan based on delivering value
above the current Argentex equity value over the next four
financial years. The Plan provides the potential for participants
to earn meaningful value on the basis of strong company and share
price performance with the hurdles being:
- compound annual total shareholder return of 10% including dividends paid or declared; and
- 15% revenue CAGR over the performance periods.
Subject to these hurdles being met, plan participants will earn
up to 10% of value created above the shareholder return hurdle. The
Plan will be performance tested and awards vest based on the
average share price over 20 trading days following the publication
of full year December 2025 and December 2026 results based on the
following split:
- 50% of awards tested, vest around April 2026; and
- 50% of awards tested, vest around April 2027.
30% of the awards will be granted to Argentex's three most
senior executives which is split 12% to each of the CEO and COO and
6% to the CFO. Initial allocations to a further 39 employees across
different seniority levels are being made as one off awards with a
small number of new joiners to be awarded an allocation in the
first few months after the LTIP's implementation.
Recipients of awards under the new LTIP will include certain of
the Company's Persons Discharging Managerial Responsibility
("PDMRs") as follows:
PDMR Role % of total No. of existing
award options to
be cancelled
Harry Adams CEO 12% -
------------------------- ----------- ----------------
David Christie Chief Operating Officer 12% 905,660
------------------------- ----------- ----------------
Jo Stent Chief Financial Officer 6% 452,830
------------------------- ----------- ----------------
Awards made to the CEO, COO and CFO will be subject to a holding
period of five years after the date awards are made.
The Plan will be adopted on 9 November 2022 with awards made
shortly thereafter. As part of these arrangements, the Group will
cancel participants' outstanding options in relation to the 2020
company share option plan (the "2020 CSOP") granted over, in
aggregate, approximately 4.2 million ordinary shares. None of these
options have vested to date. Under the 2020 CSOP, Argentex's CFO
currently holds options over 452,830 Argentex shares and the COO
holds options over 905,660 Argentex shares, both of which will be
cancelled when the awards are made under the new Plan.
The new LTIP will be implemented by way of an issue of growth
shares in a wholly owned subsidiary of Argentex whereby these
growth shares will be acquired by participants at the outset at
market value. Following vesting, the growth shares will be acquired
by Argentex in exchange for ordinary shares in Argentex or, at
Argentex's option, cash.
Dilution, caps, discretion and previous long term incentives
The Group continues to operate within typical UK 10% over 10
years dilution limits and will apply caps to the new LTIP at a
total value of GBP35m and total dilution arising at 6.5% of current
issued ordinary shares, with the Remuneration Committee retaining
the ability to waive these caps in exceptional circumstances.
In line with UK governance best practice, the Plan rules contain
a Remuneration Committee discretion to override formulaic outcomes
to ensure Plan outcomes reflect overall corporate performance, the
experience of shareholders in terms of value creation and
exceptional negative events. The Plan contains malus and clawback
provisions.
Commenting on the above arrangements, Lord Digby Jones,
Non-Executive Chairman, said:
"The board has recognised the need to review our LTIP
arrangements and put in place a plan that effectively motivates and
incentivises the senior team appropriately. After consultation with
certain of our larger institutional shareholders, we believe now is
the right time to be implementing a new plan, following the
announcement of our new strategy earlier this year and at such an
exciting point in our journey, and I am delighted we have been able
to confirm this new LTIP scheme for the team."
For further information, please contact:
Argentex Group PLC
Harry Adams - Chief Executive Officer
Jo Stent - Chief Financial Officer
investorrelations@argentex.com
FTI Consulting (Financial PR)
Ed Berry / Ambrose Fullalove / Jenny Boyd
argentex@fticonsulting.com
Singer Capital Markets (Nominated Adviser and Broker)
Tom Salvesen / James Maxwell / Justin McKeegan
020 7496 3000
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END
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