6 June 2016
Norman Broadbent plc
("Norman Broadbent" or "the Company")
Grant of Options to Directors
Norman Broadbent (AIM: NBB), a leading provider of executive search, leadership consultancy and complementary recruitment services announces that on 3 June 2016 the Company’s Remuneration Committee agreed to grant a total of 4,290,548 options to the Company's Executive Directors and certain employees under the rules of the Company's Enterprise Management Incentive Share Option Scheme 2007 (the "Scheme"). These options are exercisable at 13.5p per ordinary share, being the mid-market price at 12.00 noon on 3 June 2016.
The options granted under the Scheme are subject to various conditions. There are two tranches of options granted under the Scheme which are subject to different tiered vesting criteria related to: (i) share price or corporate performance; and (ii) time duration. Once vested, the options can be exercised at any time up to the seventh anniversary of the date of grant, being 3 June 2023.
For each Executive Director, 50 per cent. of the options granted vest subject to certain average share prices being achieved prior to 31 July 2020 and the remaining 50 per cent. vest subject to certain audited EBITDA figures being achieved for a financial year prior to 31 December 2019. EBITDA in this context is defined as earnings before interest, tax, depreciation and amortisation, excluding any non-recurring exceptional items as determined reasonable by the Remuneration Committee. Both tranches of options vest equally over three years from the date of issue, with the first such vesting date on the first anniversary of issue being 3 June 2017 and are subject to the continued employment of the relevant Executive Director. Accordingly, if all the performance criteria were achieved in year one, the earliest that the entire option pool could be exercised would be 3 June 2019.
The tiered average three month share prices which must be achieved for the vesting of the first tranche range between 22p and 70p per ordinary share. In addition, the audited EBITDA which must be achieved for the second tranche of options to vest ranges between approximately £600,000 and approximately £2 million. In any year where the EBITDA number achieved is less than 100 per cent. but greater than 80 per cent. of the relevant target, the number of options available for vesting would be adjusted pro rata.
The following table sets out the details of the options that have been granted to the Executive Directors:
Director |
Share Price Vesting Options |
EBITDA Vesting Options |
Total number of options granted |
Total number of options held |
Percentage of existing issued shares under option |
Percentage of the fully diluted share capital* |
|
|
|
|
|
|
|
| Mike Brennan |
925,925 |
925,926 |
1,851,851 |
1,851,851 |
10.63 |
8.40 |
| James Webber |
527,096 |
527,096 |
1,054,192 |
1,054,192 |
6.05 |
4.78 |
|
|
|
|
|
|
|
| Total |
1,453,021 |
1,453,022 |
2,906,043 |
2,906,043 |
16.69 |
13.18 |
* assuming that no further ordinary shares are issued by the Company between the date of this announcement and the exercise of the options.
Following the issue of the new options pursuant to the Scheme as detailed above, there are options outstanding over 4,628,492 ordinary shares, equivalent to 21 per cent. of the fully diluted share capital of the Company as at the date of this announcement, which are exercisable at exercise prices ranging from 13.5p to 70.00p per share. At the date of this announcement the Company has 17,416,487 ordinary voting shares in issue.
As the Executive Directors (Mike Brennan and James Webber) are Directors of the Company, the grant of the aggregate number of options to them constitutes a related party transaction as defined by the AIM Rules. The Independent Directors of the Company being Scanes Bentley, Brian Stephens and Richard Robinson, having consulted with Allenby Capital Limited, the Company's Nominated Adviser, consider that the terms of this option grant are fair and reasonable insofar as shareholders are concerned.
Scanes Bentley, Chairman of Norman Broadbent, commented:
“This options grant is a great opportunity for key team members across the Group to become beneficiaries of the future success of Norman Broadbent and, if the aggressive targets are achieved, will result in significant returns to all stakeholders. The Company’s major shareholders are supportive of this grant and feel that this creates appropriate incentivisation to now align all parties in driving profitability and value in the business over the coming years.”
For further information, please contact:
Norman Broadbent plc
Scanes Bentley/Mike Brennan/James Webber 020 7484 0000
Allenby Capital
Virginia Bull/Alex Brearley/ Simon Clements 020 7628 2200
Notes to Editors
Norman Broadbent plc is a leading provider of senior and board executive search and leadership consultancy and assessment services. Through AGP the Group also provides mezzanine level search and RPO solutions. Norman Broadbent Interim Management provides a dedicated senior interim management service focussed on enhanced client returns on investment and long term benefits. Social Media Search provides digital research to assist in house recruitment and social media management services.
For further information visit www.normanbroadbent.com
