Press Release |
9 January 2014 |
Frenkel Topping plc
("Frenkel Topping" or the "Company")
New Director Incentive Scheme
Frenkel Topping plc (AIM: FEN), the provider of specialist independent financial advice on the investment of personal injury damages and clinical negligence awards, today announces that it has implemented a new director incentive scheme ("Scheme") which is further explained below. The Scheme has been implemented following the cancellation of the director incentive scheme previously in place ("Old Scheme"). The Scheme has substantially higher incentive hurdles compared to the Old Scheme. Pursuant to the Scheme, on 7 January 2014, David Southworth, Richard Fraser and Julie Dean, being the directors of the Company ("Directors"), acquired shares ("FTG Shares") in Frenkel Topping Group Holdings Limited ("FTG"), a subsidiary of the Company recently incorporated for the purposes of the Scheme.
Details of the Scheme
The Scheme provides a return to the Directors in certain circumstances, principally on the occurrence of a return of capital to the Company's shareholders or a sale of either the Company or FTG ("Exit Event") by allowing them to participate in the value attributable to an Exit Event which exceeds the minimum target thresholds set out below:
Value of Exit Event |
Maximum % of value ("Proceeds") payable to Directors* |
£25m to £27m |
1% |
£27m to £28m |
2% |
£28m to £30m |
3% |
£30m to £31m |
4% |
£31m to £33m |
5% |
£33m to £34m |
6% |
£34m to £36m |
7% |
£36m to £38m |
8% |
Above £38m |
9% |
The Proceeds will be shared between the Directors as follows: David Southworth will receive 15%, Richard Fraser will receive 42.5% and Julie Dean will receive 42.5%
Under the Scheme, the means by which the Directors will receive the Proceeds, if any are due to them, will be dependent upon the nature of the Exit Event. If the Exit Event is by way of a winding up of the Company, any other return of capital in respect of the shares of the Company ("Company Shares") or a sale of a majority of the Company Shares, the Company will be obliged to acquire the FTG Shares from the Directors in exchange for the issue of such number of Company Shares, credited as fully paid, as is equal to the Proceeds. This allows the Directors to participate directly in the Exit Event or, in the case of a purchase of the Company and at the discretion of the Company, the purchaser of the Company ("Purchaser") may be required to purchase the FTG Shares directly from the Directors for a cash consideration equal to the Proceeds.
In circumstances where a Purchaser acquires a majority interest in the Company but does not acquire all of the Company Shares, the Company or the Purchaser (as the case may be) will only be obliged to acquire such proportion of the Directors' FTG Shares as is equal to the proportion of the Company Shares acquired by the Purchaser. On each subsequent purchase of Company Shares by the Purchaser ("Additional Purchase"), the Company or the Purchaser will be obliged to acquire an additional proportion of the Directors' FTG Shares equal to the proportion of the Company Shares not already owned by the Purchaser but acquired pursuant to the Additional Purchase.
If the Exit Event is a winding up of FTG or a sale of a majority of the shares in FTG, the Directors will be entitled to participate in such a sale or winding up and receive Proceeds directly either pursuant to a distribution of FTG's assets as part of the winding up or directly from the purchaser of FTG in consideration for the transfer of the FTG Shares.
If a director ceases to be employed or engaged by the Company before the occurrence of an Exit Event in "good leaver" circumstances, a valuation of the Company will be carried out. If the valuation indicates that, as at the date of his departure, the target thresholds set out above are exceeded, the director shall be entitled to retain his FTG Shares until an Exit Event but the value thereof will be capped at the value of the Proceeds attributable to them as at the date of the departure and set out in the valuation. If the director ceases to be employed or engaged by the Company before the occurrence of an Exit Event in "bad leaver" circumstances, he will be required to transfer his FTG Shares to FTG or an another director or employee of the Company for nil consideration.
The implementation of the Scheme by way of the grant of the FTG Shares to David Southworth, Richard Fraser and Julie Dean, the Directors of the Company, is a related party transaction under the AIM Rules for Companies ("AIM Rules"). There are no independent directors of the Company for the purposes of providing the opinion required by Rule 13 of the AIM Rules. Shore Capital and Corporate Limited, the Company's Nominated Adviser, considers that the terms of the Scheme are fair and reasonable insofar as the Company's shareholders are concerned.
- Ends -
For further information please contact:
Frenkel Topping Group Plc |
|
Richard Fraser, Chief Executive |
Tel: +44 (0)161 886 8000 |
|
|
Shore Capital |
|
Pascal Keane / Patrick Castle |
Tel:+44 (0)20 7408 4090 |
Media enquiries:
Notes to Editors:
About Frenkel Topping
Frenkel Topping Limited ("Frenkel Topping") is the trading subsidiary of Frenkel Topping Group Plc.
Frenkel Topping provides specialist independent financial advice on the investment of personal injury damages and clinical negligence awards. Frenkel Topping offers a complete service for all personal injury claims handlers, lawyers and individual clients, dealing with awards from tens of thousand pounds to multi-million pound cases. Frenkel Topping's expertise includes asset protection, bespoke investment portfolios, analysis of periodical payments, Court of Protection portfolios and provision and setting up of trustee and receivership bank accounts. Frenkel Topping has in excess of £500 million of clients' funds in its investmentmanagement service.
The Group's strategy is to continue to grow its Funds in Investment Management Services organically and to maintain steady levels of recurring revenues at their current high levels of circa 70%. The Group's strong market position and preparedness in terms of the incoming Retail Distribution Review mean that it is well poised for future growth.
