Long Term Incentive Plan

Intercede Group PLC

("Intercede," "the Company" or the "Group'') 

Long Term Incentive Plan

Intercede, the leading specialist in digital identity, credential management and secure mobility, today announces that the Company's Remuneration Committee has adopted a revised long term incentive plan (the "LTIP") to align and incentivise Executive Board members to deliver growth and increased returns on investment and thereby create significant shareholder value for investors through share price performance.

The LTIP consists of two elements:

·    grants of options ("Options") over ordinary shares of 1 pence in the Company ("Ordinary Shares") under a new Intercede Group plc Long Term Incentive Plan to the Executive management of the Company; and

·    a growth share scheme (the "Growth Share Scheme"), the initial recipient of which is the Company's CEO, Klaas van der Leest.

Option grant

The Options have been granted at a price of 38 pence per Ordinary Share, being the average closing mid-market price of an Ordinary Share for the last three trading days ending 7 October 2022. The Options will be exercisable from 10 October 2025 to 9 October 2032, contingent on the 30-day average closing mid-market price of an Ordinary Share reaching at least 121 pence per Ordinary Share (the "Option Trigger Price") following the vesting period, being three years from the date of the grant (the "Performance Criteria") or such other earlier or later date or dates determined by the Company on or before the Date of Grant and specified in the Grant Letter and/or Option Certificate, subject always to the Option Trigger Price:

If the Performance Criteria above is achieved, the number of Options that will vest and become exercisable is as follows:

The Growth Share Scheme

In the Growth Share Scheme, new shares in a subsidiary company, Intercede Limited, have been purchased at nominal cost and awarded to Klaas van der Leest as set out in the table below (the "Growth Shares").

The Growth Share Scheme will commence partial vesting if, in the 30-day period following the release of Company's results for the year ended 31 March 2025 (the "Vesting Period"), the average closing mid-market price of an Ordinary Share equals or exceeds 121 pence per Ordinary Share (the "Growth Share Scheme Trigger Price"), The Growth Shares do not carry any voting rights nor entitlement to any dividend. An initial allocation of 300 Growth Shares in Intercede Limited will be awarded under the Growth Share Scheme:

Klaas van der Leest will be required to pay an amount of £7,500 on grant of the Growth Shares. This is linked to the tax market value of the Growth Shares at grant. No further amount is payable on vesting or settlement under the Scheme. It is anticipated that the Company will settle the Growth Share Scheme in Ordinary Shares of Intercede Group plc.

Performance criteria and vesting criteria

The number of Growth Shares exchangeable into Ordinary Shares depends on the average price of an Ordinary Share during the Vesting Period.

A 30-day averaging period will be used to measure the price of an Ordinary Share achieved to ensure that performance will not be unduly impacted by short-term volatility. The key components of the Growth Share Scheme can be adjusted for any dividend payments or capital adjustments which may occur as deemed fair by the Remuneration Committee.

The value of the Growth Shares is calculated by applying a 5% premium to the base share price of 66 pence ("Base Price"). The Base Price is based on the Company's average share price for the 30 days following the release of the Company's results for the year ended 31 March 2022.

·    At 121 pence (an 83% per cent. increase from the Base Price) per Ordinary Share or below, no value is delivered to participants;

·    At 173 pence (a 162% per cent. increase from the Base Price) per Ordinary Share, the Growth Share Scheme will be awarded in full; and

·    Between 121 pence per Ordinary Share and 173 pence per Ordinary Share, the Growth Share Scheme award increases on a sliding scale up to the maximum award.

For the Growth Share Scheme to vest in full, the share price of the Company will need to increase by approximately 162% from the Base Price, representing an increase in market capitalisation of approximately £101m.

Participants have 60 days following the Vesting Period to exchange the Growth Shares into Ordinary Shares. Any Growth Shares outstanding on the long stop date (being 60 days after the Company's results for the year ended 31 March 2025 are announced) will automatically be converted to deferred shares. Deferred shares have no rights and no entitlement to capital in the Company.

Earlier conditional vesting of Growth Shares could occur if the holder ceases employment on good leaver terms as detailed within the Growth Share Scheme or if the Remuneration Committee considered it appropriate, on the occurrence of a change of control or another major corporate event. 

At their absolute discretion, the Remuneration Committee may make further grants to new participants under the Growth Share Scheme.

In the preparation of the Growth Share Scheme, the input of a number of the Company's key shareholders has been sought.

Related Party Transaction

The grant of the Growth Shares to Klaas van der Leest comprises a related party transaction under Rule 13 of the AIM Rules for Companies. The independent directors of Intercede, which for the purposes of this related party transaction comprise all board members other than Klaas van der Leest, consider, having consulted with Intercede's nominated adviser, that the terms of the transaction are fair and reasonable insofar as Intercede's shareholders are concerned.

Total options outstanding

Following the grant of Options and the Growth Shares (assumes maximum award), the Company has a total of 4,065,705 options over Ordinary Shares outstanding, and by including SIPP shares, it represents approximately 8.6 per cent. of the Company's issued share capital.

ENQUIRIES

About Intercede

Intercede is a cybersecurity company specialising in digital identities, derived credentials and access control, enabling digital trust in a mobile world.

Headquartered in the UK, with offices in the US, we believe in a connected world in which people and technology are free to exchange information securely, and complex insecure passwords become a thing of the past.

Our vision is to make the highest levels of cybersecurity available to organisations and consumers alike, solving complexity and scalability issues by managing high volumes of digital credentials.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them