1Spatial Plc: Employee Share Awards and PDMR Dealings
09 November 2020
1Spatial, (AIM: SPA), a global leader in Location Master Data Management (LMDM) software and solutions, is pleased to announce that it has made new annual awards ("New Awards") under its Employee Share Plan ("Plan") and revised the performance targets applying to certain awards made in 2018 ("Revised Awards").
New Awards
On 6 November 2020, the Company granted awards to acquire ordinary shares of 10p each in the Company ("Ordinary Shares") to certain directors and employees of the Company and its subsidiaries pursuant to the Plan as detailed further below.
LTIP Awards
LTIP awards (consisting of either a contingent right or a nil-cost option to acquire Ordinary Shares for no consideration) have been granted over 1,980,000 Ordinary Shares in total ("LTIP Awards"). Such awards were granted to certain employees, members of the senior management team and to the following directors/PDMRs of the Company:
| Director/PDMR | No. of LTIP Awards |
|---|---|
| Claire Milverton (Chief Executive Officer) | 650,000 |
| Andrew Fabian (Chief Financial Officer) | 330,000 |
These new LTIP Awards vest subject to the achievement of the following performance targets:
- 25 per cent. of the shares vest subject to the achievement of a revenue target for the year ending 31 January 2024 ("2024Revenue"). 50 per cent. of the shares subject to this target vest if the 2024 Revenue exceeds £30m, 75 per cent. if the 2024 Revenue exceeds £32m and 100 per cent. if the 2024 Revenue exceeds £34m.
- 25 per cent. of the shares vest subject to the achievement of an EBITDA target for the year ending 31 January 2024 ("2024EBITDA"). 50 per cent. of the shares subject to this target vest if the 2024 EBITDA exceeds £5.5m, 75 per cent. if the 2024 EBITDA exceeds £6m and 100 per cent. if the 2024 EBITDA exceeds £7m.
- 50 per cent. of the shares vest subject to the achievement of a share price target which will be calculated based on the average closing mid-price for the 20 trading days following the Company's Annual General Meeting in 2024 ("2024 Share Price"). 50 per cent. of the shares subject to this target vest if the 2024 Share Price exceeds £0.50, 75 per cent. if the 2024 Share Price exceeds £0.60 and 100 per cent. if the 2024 Share Price exceeds £0.80.
Following vesting, the LTIP Awards will be subject to an additional one-year holding period (before the award can be exercised or the shares otherwise be released).
In the event of a takeover of the Company completing, either by way of a contractual takeover offer becoming wholly unconditional or a scheme of arrangement becoming effective, the LTIP Awards would vest in full, provided that the award holder continues to be an employee at that time.
Option Awards
Market-priced options (consisting of a right to acquire Ordinary Shares at an exercise price of £0.265 per share, being the closing middle market price on 6 November 2020) have been granted over 2,442,000 Ordinary Shares in total ("Option Awards"). Such Option Awards were granted to certain employees, members of the senior management team and to the following directors/ PDMRs of the Company:
| Director/PDMR | No. of Options |
|---|---|
| Claire Milverton (Chief Executive Officer) | 25,000 |
| Andrew Fabian (Chief Financial Officer) | 25,000 |
It is proposed that the Option Awards will vest as to 25 per cent. of the shares subject to the option on the second anniversary of the date of grant, as to a further 25 per cent. of the shares on the third anniversary of the date of grant and as to the balance on the fourth anniversary of the date of grant. Option Awards granted to employees outside of the UK may, in order to comply with local tax rules, vest in two tranches on the third and fourth anniversaries of the date of grant (50 per cent. and 50 per cent. respectively).
In the event of a takeover of the Company completing, either by way of a contractual takeover offer becoming wholly unconditional or a scheme of arrangement becoming effective, the Option Awards would vest in full provided that the award holder continues to be an employee at that time.
Revised Awards
On 5 September 2018, the Company announced that LTIP awards (consisting of either a contingent right or a nil-cost option to acquire Ordinary Shares for no consideration) were granted under the Plan on 4 September 2018 ("2018 LTIP Awards"). These awards vest from 2021 onwards. 50% of these awards vest based on an EBITDA target and 50% vest on reaching share price targets. In total, and as at today's date, 1,256,600 Ordinary Shares remain subject to these LTIP awards, including awards held by the following director/PDMR:
| Director | No. of LTIP Awards |
|---|---|
| Claire Milverton (Chief Executive Officer) | 659,368 |
The Company's remuneration committee ("Remuneration Committee") has, in accordance with the Plan, exercised its discretion to amend the performance targets applying to the 2018 LTIP Awards as follows:
EBITDA target
50 per cent. of the shares vest subject to the achievement of an EBITDA target for the year ending 31 January 2021 ("2021EBITDA"). 50 per cent. of the shares subject to this target vest if the 2021 EBITDA exceeds £2m, 75 per cent. if the 2021 EBITDA exceeds £2.5m and 100 per cent. if the 2021 EBITDA exceeds £3m. As a result of a change in accounting standards (IFRS 16), the Remuneration Committee has determined to make the following increase to each of the targets (to reflect the anticipated impact on the Company's EBITDA brought about by the change in accounting standard):
| % vesting | Previous target | Revised target |
| 50% | £2m | £3m |
| 75% | £2.5m | £3.5m |
| 100% | £3m | £4m |
Share price target
In order that the 2018 LTIP Awards continue to provide an appropriate incentivisation mechanism, the Remuneration Committee has reduced each of the share price targets and extended the period over which the targets will be measured. The target share price date was originally the 2021 AGM but this has now been changed to the 2022 AGM. Following vesting, the awards will be subject to an additional one-year holding period (as before). The revised targets are as follows:
| % vesting | Previous hurdle | Revised hurdle |
| 50% | £0.80 | £0.40 |
| 75% | £1.00 | £0.50 |
| 100% | £1.20 | £0.60 |
The Remuneration Committee considered it appropriate to revisit the share price hurdles and timings, given the current economic backdrop and the impact of Covid-19 on share prices (both immediately and over the medium term). The Remuneration Committee considers that the revised targets constitute a fairer measure of performance and ensure that the 2018 LTIP Awards provide a more effective incentive to the employees. The Remuneration Committee also considers that the revised targets better reflect the level of stretch performance that the Remuneration Committee had anticipated when the targets were originally set.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Claire Milverton | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Executive Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | 1Spatial plc | |
| b) | LEI | 213800VG7OZYQES6PN67 | |
| 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
|
LTIP Awards and Option Awards over ordinary shares of 10 pence each
GB00BFZ45C84 | |
| b) | Nature of the transaction | (a) LTIP Awards
| |
| c) | Price(s) and volume(s) | Price | Volume |
| (a) NIL
|
(a) 650,000
| ||
| d) | Aggregated information
|
(a) N/A
(b) N/A | |
| e) | Date of the transaction | (a) 6 November 2020
(b) 6 November 2020 | |
| f) | Place of the transaction | (a) Off-market transaction
(b) Off-market transaction | |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | Andrew Fabian | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Financial Officer | |
| b) | Initial notification /Amendment | Initial | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | 1Spatial plc | |
| b) | LEI | 213800VG7OZYQES6PN67 | |
| 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
|
LTIP Awards and Option Awards over ordinary shares of 10 pence each
GB00BFZ45C84 | |
| b) | Nature of the transaction |
(b) Option Awards | |
| c) | Price(s) and volume(s) | Price | Volume |
| (a) NIL
|
(a) 330,000
| ||
| d) | Aggregated information
|
(a) N/A
(b) N/A | |
| e) | Date of the transaction | (a) 6 November 2020
(b) 6 November 2020 | |
| f) | Place of the transaction | (a) Off-market transaction
(b) Off-market transaction | |