Universe Group plc (LON:UNG), a leading developer and supplier of point of sale, payment and loyalty systems has announced the issue of options to subscribe for new ordinary shares to the Company’s recently appointed executive directors, in accordance with the terms of their service agreements and pursuant to the Group’s Unapproved Share Option Scheme.
The Group has not issued Options to executives since 2016. The Board is determined to ensure that its new executive management team are properly incentivised to deliver upon the Group’s strategic objectives. The Group is currently recruiting a number of senior executives and further issues of share options are intended to be made in the final quarter of the financial year, once the executive management team has been fully established.
Neil Radley, CEO, was yesterday granted 12.7 million Options and Adrian Wilding, CFO, was granted 5 million Options. These Options have an exercise price of 5.4p, being the closing middle market price on 20 July 2021 (“Grant Date”) and are subject to vesting and exercise conditions relating to share price performance (as set out below) and subject to continuing employment. Neither executive had a previous holding of Options.
Subsequent to this issue of Options, the Group has approximately 26.9 million Options in issue, representing 9.3% of the Company’s issued share capital (as enlarged by the exercise of such number of Options).
Summary of terms of these Options
These Options have a four year term and vest in equal tranches on each of the three anniversaries of the Grant Date. The Options expire, to the extent that they have not been exercised, on the fifth anniversary of the Grant Date.
The vesting of a tranche on each anniversary is subject to (i) continuing service on each date; and (ii) a performance condition related to the volume-weighted average price of Universe Group shares on the 30 consecutive trading days ending on that date (“30VWAP”). Full vesting on each anniversary requires the 30VWAP to be or exceed 3.5x the exercise price, reducing on a straight-line basis to 20% vesting should the 30VWAP only be 1.5x exercise price (and no vesting assuming the 30VWAP has not reached 1.5x). The Options can only be exercised, to the extent that they are vested, from the fourth anniversary of the Grant Date except that vested Options from the first year only may be exercised from the first anniversary of the Grant Date to the extent that the performance conditions had been met at that time (and may be sold to the extent needed to satisfy the exercise price and/or any tax liability arising).
The number of Options vesting may increase during a ‘re-test’ period. This will run for a year from the third anniversary of the Grant Date during which time, if the 30VWAP exceeds the 30VWAP from previous testing dates, the higher 30VWAP will be used to recalculate the vesting of previously unvested Options.
All Options are subject to good and bad leaver provisions and all unvested options will vest on a takeover or change of control but will be subject to performance conditions to determine the percentage that can be exercised. Shares issued pursuant to the exercise of these Options may not be sold until after the fourth anniversary of the Grant Date without the Company’s permission.