Checkit PLC Grant of options and PDMR dealings (2988G)
March 29 2022 - 1:01AM
UK Regulatory
TIDMCKT
RNS Number : 2988G
Checkit PLC
29 March 2022
Checkit plc
("Checkit" or the "Group")
Grant of options and PDMR dealings
Checkit plc (AIM: CKT) announces that, on 25 March 2022, it
granted options over ordinary shares of 5 pence each ("Ordinary
Shares") to Kit Kyte, Chief Executive Officer, under the Checkit
plc 2020 Enterprise Management Incentive Plan (the "Plan").
This grant of options and the terms of the Plan, were determined
by Checkit's Remuneration Committee following consultation with the
Group's significant shareholders.
Under the terms of the Plan, Mr. Kyte has been granted nominal
cost options over 1,500,000 Ordinary Shares. The options will vest
over three separate periods in tranches of 500,000 options. The
vesting date for the first tranche of options will be 10 business
days after the publication of the Group's audited annual accounts
for the financial year ending 31 January 2025 or, in the Board's
absolute discretion, 10 business days after the publication of the
Group's interim report for the financial year ending 31 January
2026. The vesting date for the second tranche shall follow the same
pattern as the first tranche albeit for the financial year ending
31 January 2026 in relation to the audited annual accounts and 31
January 2027 for the interim report. The vesting date for the third
tranche shall be the date 10 business days from the publication of
the audited consolidated accounts for the Group for the financial
year ending 31 January 2027.
Each tranche of options will be subject to performance criteria
and shall only vest subject to a 'Rule of 40 Target' being met on
the dates outlined above. In addition, to be exercisable, the share
price must be at or above a share price target of 130p (the "Share
Price Target") on the date the options are exercised and the
average share price must have been at or above this level during
the 6 months prior to the exercise date.
The Rule of 40 Target will be calculated as follows:
ARR Growth % + L/EBITDA Margin %
-- The ARR Growth % is measured by calculating the percentage
growth in Annual Recurring Revenue (ARR) compared with the previous
year.
-- The L/EBITDA Margin % is measured in each year by calculating
the earnings or losses of the Group as a percentage of its revenue,
before interest, tax, depreciation and amortisation and before
costs in relation to share incentive plans, but after deduction of
all spending on NPD and cash based exceptional items as determined
by the Board.
The Rule of 40 is used commonly in SaaS companies to measure
performance by reference to both profits and growth.
The full number of options granted will not be exercisable until
after a minimum vesting period has passed of over five years from
the grant date. Subject to the Rule of 40 vesting requirements, the
Share Price Target must be achieved within just over six years of
grant in order for the options to become exercisable, enabling a
full six years of Kit Kyte's performance as Chief Executive Officer
to be measured.
In the event of a change of control event, the Rule of 40 Target
will be determined by reference to the Group's latest annual or
interim report and the Share Price Target will be met if the price
paid by a person obtaining control of the Group exceeds 130 pence
per Ordinary Share.
The notification below, made in accordance with the requirements
of the UK Market Abuse Regulation, provides further detail.
Enquiries:
Checkit plc +44 (0)1223 643313
www.checkit.net
John Wilson (Non-Executive Director, Chairman
of Remuneration Committee)
Kit Kyte (Chief Executive Officer)
Greg Price (Chief Financial Officer)
Singer Capital Markets (Nominated Adviser & +44 (0) 20 7496
Broker) 3000
Shaun Dobson / Harry Gooden / George Tzimas
(Investment Banking)
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Kit Kyte
--------------------------------- -------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------------
a) Position/Status: Chief Executive Officer (PDMR)
--------------------------------- -------------------------------------------------
b) Initial Notification/Amendment: Initial Notification
--------------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participation,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------------
a) Name: Checkit Plc
--------------------------------- -------------------------------------------------
b) LEI: 213800556WJOWQNT2R68
--------------------------------- -------------------------------------------------
4. Details of 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 Ordinary Shares of 5 pence each
financial instrument: ISIN GB00B0C5RG72
Identification code:
--------------------------------- -------------------------------------------------
b) Nature of the transaction: Grant of options over Ordinary Shares
--------------------------------- -------------------------------------------------
c) Price(s) and volume(s): Price(s) Exercisable at 5 pence per Ordinary
Share
--------------------------------- ----------- ------------------------------------
Volume(s) 1,500,000
-------------------------------------------------- ------------------------------------
d) Aggregated information N/A single transaction
* Aggregated volume
* Price
--------------------------------- -------------------------------------------------
e) Date of the Transaction: 25 March 2022
--------------------------------- -------------------------------------------------
f) Place of the Transaction: Outside a trading venue
--------------------------------- -------------------------------------------------
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