Matchtech Group reviews existing awards under Value Creation Plan
The existing participants of the scheme, being Matchtech Executive Directors and Senior Managers, have waived their existing VCP awards and received two replacement awards equating to the same percentage holding of the original award.
The first replacement award is over the same number and percentage of performance units. This award retains the existing performance conditions, but is based on a restricted number of shares, being shares in issue immediately before the acquisition of Networkers.
The second replacement award is over the same number and percentage of performance units. This award's performance conditions reflect new increased thresholds from the baseline price at the date of the acquisition of Networkers and are based on only the additional number of shares in issue following the acquisition of Networkers.
In designing these changes the Remuneration Committee has sought to ensure that they reflect the original intention of the VCP awards and continue to provide suitable long-term incentives for key management (whilst avoiding any windfall gains arising only from the acquisition of Networkers).
On the recommendation of the Remuneration Committee, the Board has made the following new awards to Matchtech Executive Directors under the VCP:
Number of VCP Units
New percentage of total VCP
Original percentage of VCP units prior to this change
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
In addition, VCP awards have been made to a number of the Networkers Senior Management Team who have joined the enlarged business, including awards to Networkers CEO, Spencer Manuel and CFO, Jon Plassard. These awards have been granted for the period from acquisition to the end of the VCP plan and on the same rebased performance conditions as described above.
As provided for in the VCP plan rules, value created from these awards from exceeding the minimum performance targets, will convert into nil cost options at each annual remaining VCP measurement date, being November 2015 and November 2016. 50% of any accrued nil cost options will vest in November 2016 and the remaining 50% will vest in November 2017, provided the individual participant remains in the employment of the Company at the vesting date. The nil cost options will normally remain exercisable until the fifth anniversary of the end of the VCP plan.
Under the VCP plan, awards accrue before vesting has occurred. Certain participants, who have already accrued awards in the VCP scheme which have not vested, have been awarded restricted shares in Matchtech which, at vesting, convert into nil cost options. These shares form part of the VCP award and are not additional. The following Matchtech Executive Directors have received restricted Company shares: