TIDMAMGO
RNS Number : 5049Q
Amigo Holdings PLC
26 February 2021
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
26 February 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 26 February 2021, awards
comprising nil-cost options over 2,500,000 ordinary shares of 0.25
pence each in the Company ("Shares") were granted to senior
managers under the Amigo Holdings PLC 2019 Long Term Incentive Plan
(the "Awards"). The allocation of the Awards are as follows:
Senior manager Role Award
Shaminder Rai Chief Transformation Officer 1,500,000
------------------------------ ----------
Nicholas Beal Chief Restructuring Officer 1,000,000
------------------------------ ----------
Total 2,500,000
----------
The vesting of the Awards is conditional on meeting performance
conditions measured over a three-year period as described below and
also, for Mr Rai, will be subject to his 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 Applicable Performance Weighting Vesting
Condition terms target (% of schedule
over the award) (% vesting,
applicable threshold
Performance - max)
Period
EPS growth Statutory EPS Growth of EPS 30% 0% - 100%
adjusted, at over straight
the the EPS Hurdle line above
discretion of over the Hurdle
the Performance
Remuneration Period.
Committee, to EPS Hurdle is
remove the 1p.
impact Target for
of provisions full
for vesting is 4p.
complaints
that are not
fulfilled
over the
period
of
measurement
and for any
other
non standard
distortions.
------------------------- -------------------------- --------------------- -----------------------
Absolute Measures the Growth of ATSR 40% 0% - 100%
Total growth over the ATSR Straight
Shareholder in the Hurdle line above
Return (ATSR) potential over the ATSR Hurdle
value of an Performance
Amigo Period.
share over ATSR Hurdle is
the 14p.
Performance Target for
Period full
- that is, vesting is
the 40p.
amount the
share
price has
appreciated
plus the
dividends
paid.
------------------------- -------------------------- --------------------- -----------------------
Test against
internal
t argets for
corporate
culture,
conduct
risk matters,
diversity
and
Measures the inclusiveness
effectiveness and other ESG
of the steps taken measures.
by the Awardees Benchmark
to ensure Amigo against
adheres to the external
Non-financial standards expected expectations
measures by all stakeholders. 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 Shaminder Rai
=== ======================== ============================================
2. Reason for notification
=== ======================================================================
b) Position / status Chief Transformation Officer
=== ======================== ============================================
c) Initial notification Initial notification
/ amendment
=== ======================== ============================================
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 Ordinary shares of GBP0.0025 each
the financial GB00BFFK8T45
instrument
Identification
code
=== ======================== ============================================
b) Nature of the Grant of options to acquire ordinary shares
transaction 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 Price(s) Volume(s)
volume(s) Nil cost 1,500,000
----------
=== ======================== ============================================
d) Aggregated information 1,500,000
Aggregated volume Nil cost
Price
=== ======================== ============================================
e) Date of the transaction 26 February 2021
=== ======================== ============================================
f) Place of the Outside of a trading venue
transaction
=== ======================== ============================================
Details of Persons Discharging Managerial Responsibilities
"PDMR" / person closely associated with them ('PCA')
=== ======================================================================
a) Name Nicholas Beal
=== ======================== ============================================
2. Reason for notification
=== ======================================================================
b) Position / status Chief Restructuring Officer
=== ======================== ============================================
c) Initial notification Initial notification
/ amendment
=== ======================== ============================================
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 Ordinary shares of GBP0.0025 each
the financial GB00BFFK8T45
instrument
Identification
code
=== ======================== ============================================
b) Nature of the Grant of options to acquire ordinary shares
transaction 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 Price(s) Volume(s)
volume(s) Nil cost 1,000,000
----------
=== ======================== ============================================
d) Aggregated information 1,000,000
Aggregated volume Nil cost
Price
=== ======================== ============================================
e) Date of the transaction 26 February 2021
=== ======================== ============================================
f) Place of the Outside of a trading venue
transaction
--- ------------------------ --------------------------------------------
Details of Persons Discharging Managerial Responsibilities
"PDMR" / person closely associated with them ('PCA')
--- ----------------------------------------------------------------------
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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END
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