Tern Plc Statement Re Award Of Options
May 22 2017 - 1:00AM
UK Regulatory
TIDMTERN
22 May 2017
Tern Plc
(AIM: TERN)
New Employee Share Option Plan and Grant of Options
Tern PLC (LSE:TERN), ("Tern" or the "Company"), the investing company
focused on the Internet of Things (IoT), announces that upon the
recommendation of the Company's Remuneration Committee, a new employee
share option plan was adopted on 19 May 2017 (the "Share Option Plan").
This option plan replaces all previous share option schemes and all
existing executive directors share options are replaced by the new
scheme.
The implementation of this Share Option Plan is intended to align the
interests of the Company's executive directors and eligible employees
with shareholders, and to help attract talent in the future.
The key terms of the Share Option Plan are summarised below:
-- The Share Option Plan will be used to grant options over the Company's
ordinary shares of 0.02p each ("Ordinary Shares") to Tern's employees and
directors;
-- Under the Share Option Plan, up to 10% of the Company's issued share
capital at any time may be issued to satisfy rights, measured over a
rolling ten year period. This limit takes account of Ordinary Shares or
treasury shares already issued or used to satisfy option exercises in the
preceding ten years and Ordinary Shares or treasury shares that could be
issued or used to satisfy existing options;
-- The Company's Remuneration Committee may impose performance conditions
over the grant of options and these conditions may be varied, substituted
or waived as deemed appropriate by the Remuneration Committee;
-- Options will be granted with an exercise price equal to the market value
of the Company's shares at the date of grant, i.e. the closing mid-market
price from the preceding business day;
-- The options will be capable of exercise in normal circumstances, provided
the option holder remains employed at that time, on the third anniversary
of the grant date (the "Normal Vesting Date"), according to the increase
in the Share price on the Normal Vesting Date as set out below:
Normal Percentage
Vesting Percentage increase in Share price relative to the of Shares to
Date Exercise Price Vest
36 months
after the
Date of
Grant 0% 0%
36 months
after the
Date of
Grant 100% 100%
-- Between the two points illustrated in the table above, the EMI Option
shall vest on a straight-line basis.
-- In the event that the share price increases by 50% at any time prior to
the Normal Vesting Date, 50% of the option becomes exercisable, and where
the increase is 100%, 100% of the option becomes capable of exercise;
-- In the event of a change of control prior to the Normal Vesting Date, the
options will vest over such number of shares as determined by the
Committee who will apply the share price increase target set out in the
table above; and
-- The Share Option Plan allows for the grant of tax efficient Enterprise
Management Incentive Options for those who are eligible.
Following the implementation of the Share Option Plan, the Remuneration
Committee has approved the grant of options over 10,000,000 Ordinary
Shares to its executive directors representing 6.6% of Tern's Ordinary
Shares and total voting rights on a fully diluted basis. The exercise
price for these options is 8.5 pence being the closing middle market
share price on 18 May 2017. The options will remain capable of exercise
within the remaining period of up to ten years from the date of grant.
The amount of options granted to Directors are summarised in the
following table:
Director Options Granted
Angus Forrest 2,500,000
Bruce Leith 2,500,000
Sarah Payne 2,500,000
Al Sisto 2,500,000
Following this grant of options, the total number of share options
outstanding will be 11,600,000 representing 7.7% of Tern's Ordinary
Shares and total voting rights on a fully diluted basis.
Messrs Forrest, Leith and Sisto currently have the following interests
in Ordinary Shares:
Number of % of issued share capital
Director Ordinary Shares at 19 May 2017
Angus Forrest 7,899,602 6.6
Bruce Leith 5,957,233 5.0
Al Sisto 6,263,333 5.2
Mrs Payne owns no shares in the Company.
Following the grant of options, Mr Forrest, Mr Leith, Mrs Payne and Mr
Sisto will have the following share options in the Company:
Director Number of options Exercise Price Expiry Date
Angus Forrest 2,500,000 8.5 p 18.05.2027
Bruce Leith 2,500,000 8.5p 18.05.2027
Sarah Payne 2,500,000 8.5p 18.05.2027
Al Sisto 2,500,000 8.5p 18.05.2027
The implementation of the Share Option Plan constitutes a related party
transaction pursuant to AIM Rule 13. The Company's non-executive
director, who is not party to the Share Option Plan and is therefore
independent for this purpose, having consulted with the Company's
Nominated Adviser, considers the terms of the Share Option Plan to be
fair and reasonable insofar as Tern's shareholders are concerned.
This announcement contains inside information for the purposes of
Article 7 of Regulation (EU) 596/2014.
Enquiries
Tern Plc via Redleaf
Al Sisto/Sarah Payne
WH Ireland Tel: 0117 945 3470
(NOMAD and joint broker)
Mike Coe/Ed Allsopp
Whitman Howard Tel: 020 7659 1234
(Joint broker)
Nick Lovering/Francis North
Redleaf Communications Tel: 020 7382 4730
Rebecca Sanders-Hewett/David Ison
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Tern Plc via Globenewswire
(END) Dow Jones Newswires
May 22, 2017 02:00 ET (06:00 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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