REG - Newmark Security PLC - Grant of options and adoption of LTCIP
11/09/2024 10:15
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RNS Number : 7782D Newmark Security PLC 11 September 2024
11 September 2024
Newmark Security plc
("Newmark", the "Company" or the "Group")
Grant of options and adoption of LTCIP
Newmark Security plc (AIM: NWT), a leading provider of electronic, software
and physical security systems, announces an update to its management
incentive structure in order to incentivise and retain key senior executives
within the Company. The updated structure includes the introduction of a long
term cash incentive plan (the "LTCIP") as well as grants of options over
ordinary shares of 5p each ("Ordinary Shares") under the Company's existing
option plans, further details of which are set out below.
The Company engaged independent remuneration advisory firm, MM&K, to
advise on its updated management incentive structure which is linked to the
delivery of Newmark's new five-year strategic business plan (the "2029
Strategic Growth Plan"), details of which were set out in the Company's annual
report and accounts for the year ended 30 April 2024, which was published
yesterday and is available on the Company's website, www.newmarksecurity.com
(http://www.newmarksecurity.com) . The 2029 Strategic Growth Plan sets out how
Newmark's management expect to grow the business over the next five years and
includes stretching internal targets for revenue and EBITDA growth, as well as
lowering debt and increasing net assets. These metrics are key KPIs for the
business and the updated management incentive structure has been designed to
ensure that management are rewarded appropriately in the case of creating a
far more valuable asset for shareholders.
Options
Cancellation of CEO options
Under her service agreement, Marie-Claire Dwek (CEO) is entitled to receive
options over Ordinary Shares representing 20% of her annual salary, subject to
the achievement of certain operational performance criteria in each financial
period. Prior to the matters set out below, Marie-Claire Dwek held options
over 746,514 Ordinary Shares, equivalent to approximately 8% of the Company's
current issued share capital.
In order to increase headroom to grant options to other executives, the
Company and Marie-Claire Dwek have agreed to cancel 454,570 options held by
Marie-Claire Dwek which were exercisable at a price of 90p per share, subject
only to time based vesting criteria and continued employment (the "90p
Options").
Grant of new options
Following the cancellation of the 90p Options, the Company has granted a total
of 663,323 options over Ordinary Shares to members of the Group's Senior
Management under the LTI Plan (the "Management Options"), including the
following grants to persons discharging managerial responsibilities ("PDMRs"):
Name & Position No. Management Options granted Total no. of options held post grant % of current issued share capital
Marie-Claire Dwek, CEO 317,408 609,352 6.5
Paul Campbell-White, CFO 140,930 210,930 2.25
Colin Leatherbarrow, MD Grosvenor 104,056 164,056 1.75
Ben Lagden, Commercial Director Grosvenor 30,310 70,310 0.75
Nick Shannon, MD Safetell 43,746 93,746 1.00
The Management Options are all exercisable at a price of 5p per Ordinary Share
and vest as to 50% after three years (Newmark's full year ending 30 April 2027
"FY27") and the remaining 50% after five years (Newmark's full year ending 30
April 2029 "FY29"). The Management Options are subject to additional
performance based vesting criteria that are aligned with revenue targets in
the 2029 Strategic Growth Plan, such that: i) if "Stretch" revenue targets are
achieved then 100% of the options will vest; ii) if "Target" revenue targets
is achieved 50% of the options will vest; and iii) if "Threshold" revenue
targets are achieved 25% of the options will vest. If the "Threshold" is not
achieved, none of the options will vest. Achievement of the Stretch targets
would see a resulting doubling of Group revenue by the end of FY29.
Following the grant of Management Options and cancellation of the 90p Options,
the Company has a total of 1,335,267 options outstanding over Ordinary Shares,
representing 14.24% of the Company's current issued share capital.
LTCIP
In order to limit dilution to shareholders, the LTCIP has been introduced to
create cash incentive pools to supplement the granting of options.
Marie-Claire Dwek is currently constrained from exercising any options as she
is part of a concert party under the UK Takeover Code (details of which were
announced on 1 June 2020) and so the LTCIP forms an important part of her
incentive structure. The LTCIP is also important for individuals based outside
of the UK, who are not able to benefit from tax efficient share options, in
order to incentivise them as the Company pursues a global sales approach.
Cash incentive pools will be allocated to each of the (a) the PLC team; (b)
Grosvenor; and (c) Safetell, subject to the achievement of cumulative EBITDA
targets that are aligned with the 2029 Strategic Growth Plan in: i) the three
consecutive financial years ending FY27 ("FY27 Period"); and ii) the two
consecutive financial years ending FY29 ("FY29 Period"). Participants in the
PLC team will be measured against cumulative Group EBITDA targets and
participants in the Grosvenor and Safetell teams will be measured against
cumulative EBITDA targets for their respective Group subsidiary companies.
Payouts will be achieved if the cumulative EBITDA targets are met for FY27
Period and FY29 Period. 100% of the awards will be achieved if the "Stretch"
targets are met, 50% of the award will be made if "Target" targets are met
(being 95% of the Stretch target) and 25% of the award will be met if
"Threshold" targets are met (being 85% of the Stretch target). No payouts
will be made if Threshold targets aren't met. If "Stretch" targets are
exceeded, awards will increase by the same percentage of the actual cumulative
EBITDA achieved above those Stretch targets. Payouts are subject to malus and
clawback provisions. Achievement of the Stretch targets would see a resulting
c. five times increase in Group EBITDA by the end of FY29.
Related party transactions
The following members of the Group's Senior Management, who are Group company
directors and therefore related parties under the AIM Rules for Companies
("Related Parties"), will take part in the LTCIP and their cash awards if the
"Stretch" targets are met are set out in the table below.
Name & Position £'000 for FY27 Period £'000 for FY29 Period Total £'000
Marie-Claire Dwek, CEO 508 703 1,211
Paul Campbell-White, CFO 179 248 428
Colin Leatherbarrow, MD Grosvenor 323 394 717
Ben Lagden, Commercial Director Grosvenor 124 152 276
Brian Hack, VP Global Operations Grosvenor (US) 180 220 400
Matthew Smith, VP Global Sales HCM Grosvenor (US) 180 220 400
Nick Shannon, MD Safetell 136 165 301
The cancellation of Marie-Claire Dwek's 90p Options and grant of new options
to her, and the awards to Related Parties under the LTCIP constitute related
party transactions pursuant to the AIM Rules for Companies. The Directors of
Newmark (excluding Marie-Claire Dwek, Paul Campbell-White and Maurice Dwek),
having consulted with the Company's nominated adviser, consider the terms of
these transactions to be fair and reasonable insofar as shareholders are
concerned.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them are set
out below.
Newmark Security plc Tel: +44 (0) 20 7355 0070
Marie-Claire Dwek, Chief Executive Officer www.newmarksecurity.com (http://www.newmarksecurity.com/)
Paul Campbell-White, Chief Financial Officer
Allenby Capital Limited Tel: +44 (0) 20 3328 5656
(Nominated Adviser and Broker)
James Reeve / Liz Kirchner / Lauren Wright (Corporate Finance)
Amrit Nahal / Tony Quirke (Sales & Corporate Broking)
Yellow Jersey PR Limited Tel: +44 (0) 203 2004 9512
(PR & IR)
Charles Goodwin / Dominic Barretto
About Newmark Security plc
Newmark is a leading provider of electronic, software and physical security
systems that helps organisations protect human capital and provide safe spaces
seamlessly and securely.
From our locations in the UK and US, we operate through subsidiary businesses
positioned in specialist, high-growth markets.
We foster an open and inclusive work environment amongst our c.100 employees,
serving hundreds of blue-chip customers.
Our product portfolio consists of Human Capital Management and Access Control
Systems providing both hardware and software and Physical security
installations to various sectors.
Newmark Security plc is admitted to trading on AIM (AIM:NWT).
For more information, please visit: www.newmarksecurity.com
(https://newmarksecurity.com/)
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Marie-Claire Dwek
2 Reason for the notification
a) Position/status CEO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Newmark Security plc
b) LEI 213800CL2XGDB1YCLM67
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 the financial instrument, type of instrument Cancellation of Options over ordinary shares of 5p each in Newmark Security
plc
Identification code
Identification code (ISIN) for Newmark Security plc ordinary
shares: GB00BNYM9W73
b) Nature of the transaction Grant of options
c) Price(s) and volume(s) Price Volume(s)
90p 454,570
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 11 September 2024
f) Place of the transaction Outside a trading venue - cancellation of options
d)
Aggregated information
- Aggregated volume
- Price
n/a
n/a
e)
Date of the transaction
11 September 2024
f)
Place of the transaction
Outside a trading venue - cancellation of options
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name
Marie-Claire Dwek CEO
Paul Campbell-White CFO
Colin Leatherbarrow MD Grosvenor
Ben Lagden Commercial Director Grosvenor
Nick Shannon MD Safetell
2 Reason for the notification
a) Position/status See 1 a) above
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Newmark Security plc
b) LEI 213800CL2XGDB1YCLM67
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 the financial instrument, type of instrument Options over ordinary shares of 5p each in Newmark Security plc
Identification code
Identification code (ISIN) for Newmark Security plc ordinary
shares: GB00BNYM9W73
b) Nature of the transaction Grant of options
c) Price(s) and volume(s) Name Volume(s)
Marie-Claire Dwek 317,408
Paul Campbell-White 140,930
Colin Leatherbarrow 104,056
Ben Lagden 30,310
Nick Shannon 43,746
All exercisable at 5p per Ordinary Share
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 11 September 2024
f) Place of the transaction Outside a trading venue - grant of options
2
Reason for the notification
a)
Position/status
See 1 a) above
b)
Initial notification /Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a)
Name
Newmark Security plc
b)
LEI
213800CL2XGDB1YCLM67
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 the financial instrument, type of instrument
Identification code
Options over ordinary shares of 5p each in Newmark Security plc
Identification code (ISIN) for Newmark Security plc ordinary
shares: GB00BNYM9W73
b)
Nature of the transaction
Grant of options
c)
Price(s) and volume(s)
Name Volume(s)
Marie-Claire Dwek 317,408
Paul Campbell-White 140,930
Colin Leatherbarrow 104,056
Ben Lagden 30,310
Nick Shannon 43,746
All exercisable at 5p per Ordinary Share
d)
Aggregated information
- Aggregated volume
- Price
n/a
n/a
e)
Date of the transaction
11 September 2024
f)
Place of the transaction
Outside a trading venue - grant of options
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