TIDMOOUT
RNS Number : 4925Z
Ocean Outdoor Limited
21 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 May 2021
Ocean Outdoor Limited
(the "Company")
Management Incentive Plan
The Company announces today the approval of the implementation
of a management long-term incentive plan ("MIP"). The MIP will act
as a replacement to the previous management incentive plan that was
in place ("Previous MIP").
The group's Remuneration Committee ("Remco") has ensured that
incentives are granted on terms which incentivise sustainable
long-term growth and align Directors' and employees' interests with
the interests of shareholders. Remco wishes to implement the MIP
for executives and key members of the management team
("Participants") in the group to motivate and incentivize
Participants for their performance in growing the business and
maximizing value for shareholders. Alongside this objective, the
Company wishes to ensure that key talent is retained.
Structure of MIP
The MIP is comprised of (i) a cash component ("Cash Incentive");
and (ii) new classes of Hurdle Shares in Ocean Jersey Topco Limited
("JerseyCo") ("Hurdle Shares"). Participants will acquire a
combination of Cash Incentive and Hurdle Shares.
The Cash Incentive will vest over a three year period, subject
to the achievement of EBITDA targets set out below. There are two
performance periods:
-- Performance Period 1: the period from 1 July 2021 to 31 December 2022 (inclusive).
-- Performance Period 2: the financial year ending 31 December 2023.
The "Performance Schedule" of the Company's EBITDA shall be:
Performance Period Minimum Performance Threshold Performance Target Performance Maximum Performance
(GBP) (GBP) (GBP) (GBP)
1 32,400,000 43,200,000 51,200,000 54,700,000
----------------------- ---------------------- ----------------------- -----------------------
2 - 36,300,000 - 48,100,000
----------------------- ---------------------- ----------------------- -----------------------
The value of a Cash Incentive pool shall be calculated by
reference to the Performance Schedule as follows:
Performance Period Minimum Value (GBP) Threshold Value (GBP) Target Value (GBP) Maximum Value (GBP)
1 2,850,000 5,700,000 7,100,000 8,900,000
-------------------- ---------------------- ------------------- --------------------
2 - 4,650,000 - 5,770,000
-------------------- ---------------------- ------------------- --------------------
Early payment of the Cash Incentive may be made on the
occurrence of certain events, such as a takeover, scheme of
arrangement and winding-up.
The Hurdle Shares will vest over time but will only be entitled
to a percentage of the growth in the equity value of the Company in
excess of certain pre-determined values. The Hurdle Shares have a
target price, which is their base value (set by reference to share
price at date of grant) increased by 10% compounded annually from 1
January 2021 to the first date of the relevant put option period
(without regard to the date that the put option is actually
exercised) ("Hurdle Target Price"). Each Hurdle Share will entitle
the Participant to receive an amount which will depend on the
"Excess", which is the amount by which the volume weighted average
price of an Ocean Outdoor Limited s hare at the relevant date
exceeds the Hurdle Target Price. The amount will be determined by
applying the following percentages to each relevant portion of the
Excess:
Percentage of the Portion of Excess
portion of the Excess ($)
to which entitled
100 0.01-5.00
------------------
80 5.01-20.00
------------------
50 20.01-30.00
------------------
Nil 30.01 and above
------------------
Put options are attached to the Hurdle Shares to enable
Participants to realise value on a pre-determined date, or on a
sale of the Company (or JerseyCo), subject to the relevant Hurdle
Price having been achieved at the relevant time. The Company will
hold corresponding call options which can be exercised on certain
events.
Customary malus, clawback and leaver provisions apply to the
MIP.
In order to implement the MIP, the hurdle shares issued under
the Previous MIP will be repurchased pursuant to buy-back and
termination agreements with the relevant managers. The articles of
association of JerseyCo will be amended to allow for the issue of
the new Hurdle Shares and it is proposed that managers will enter
into a new master investor agreement. The Cash Incentive will be
documented in a new cash long-term incentive plan and associated
award agreements.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014. The
person responsible for this announcement is Stephen Joseph, COO and
CFO.
For further information please contact:
Ocean Outdoor 020 7292 6161
Tim Bleakley, CEO
Susann Jerry, Head of Corporate Communications
Yellow Jersey PR 07747 788 221
Charles Goodwin
Joe Burgess
Annabel Atkins
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCDKDBKPBKDFPB
(END) Dow Jones Newswires
May 21, 2021 11:13 ET (15:13 GMT)
Ocean Outdoor (LSE:OOUT)
過去 株価チャート
から 12 2024 まで 1 2025
Ocean Outdoor (LSE:OOUT)
過去 株価チャート
から 1 2024 まで 1 2025
