7 August 2014
C A Sperati plc
("CAS" or the "Company")
Appointment of consultant, grant of warrants and establishment of an unapproved share option scheme
CAS is pleased to announce that it today entered into a consultancy agreement ("Consultancy Agreement") with Mr Jonathan Rowland ("JR") for a minimum period of 12 months, under which JR is engaged to identify possible corporate acquisition targets on behalf of the Company. In consideration of JR agreeing to provide the consultancy services, the Company has today entered into a warrant agreement ("JR Warrant Agreement") with JR, which entitles him to subscribe (in whole or in part) for 1,901,600 ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares") on or before 7 August 2019 at an exercise price of 4 pence per such share, such price being the average mid-market closing price of the Ordinary Shares for the 40 business days ending 28 July 2014. JR is a shareholder of the Company who holds more than ten per cent. of the issued ordinary share capital and is therefore a Related Party, as defined under the AIM Rules for Companies.
The Company has also entered into a warrant agreement ("JD Warrant Agreement") today with Mr Jason Drummond which entitles him to subscribe (in whole or in part) for 932,200 Ordinary Shares on or before 7 August 2019 at an exercise price of 4 pence per such Ordinary Share, being the average mid-market closing price of the Ordinary Shares for the 40 business days ending 28 July 2014. Mr Jason Drummond is a Director of the Company and is therefore a Related Party, as defined under the AIM Rules for Companies.
The Consultancy Agreement, the JR Warrant Agreement and the JD Warrant Agreement (as summarised above (and together the "Contracts")) are Related Party Transactions as defined in the AIM Rules for Companies. Mr Nilesh Jagatia and Mr Oliver Fattal, the independent Directors for the purposes of all of the Contracts, consider, having consulted with Beaumont Cornish Limited, that the terms of the Contracts are fair and reasonable insofar as the Company's shareholders are concerned.
Finally, the Company has today taken the opportunity to establish an unapproved share option scheme (the "Unapproved Scheme") for future use. The following is a summary of the rules of the Unapproved Scheme:
Eligibility
All officers and employees of the Group or such other persons as the Company may decide from time to time.
Grant of options
Options may be granted at any time provided they are not granted in breach of any law, regulation, the AIM Rules, the Model Code or the share dealing code adopted by the Company from time to time. They may also not be granted more than ten years after the date of adoption of the Unapproved Scheme (such date of adoption being 7 August 2014). No consideration is payable for the grant of an option. Options granted under the Unapproved Scheme are personal to a participant and, except on his death, may not be transferred, assigned or charged.
Exercise price
The price at which participants in the Unapproved Scheme may acquire ordinary shares ("Ordinary Shares") of 0.5 pence each in the capital of the Company shall not be less than the nominal value of an Ordinary Share but the Company shall be able to first grant Options over Ordinary Shares where the exercise price shall be 4 pence provided the number of such optioned shares in existence with such exercise price does not exceed in number 1,446,261 and, thereafter, the exercise price shall instead be the closing mid-market price of the Ordinary Shares traded on AIM for the preceding 30 business days the day before grant.
Individual limits
No option to subscribe for Ordinary Shares may be granted pursuant to the Unapproved Scheme on any date if the number of Ordinary Shares comprised therein, when aggregated with the number of Ordinary Shares issued or remaining capable of being issued under the Unapproved Scheme or under any other employee share scheme (put in place or effected from the date after the adoption of the Unapproved Scheme) would exceed the number of Ordinary Shares representing six and a half per cent. of the issued share capital of the Company.
Exercise, lapse and exchange of options
Options may normally be exercised in whole or in part as set out in the Option Certificate prior to the tenth anniversary of their grant (unless specified otherwise in the option certificate). Options may be satisfied by the issue of Ordinary Shares or the transfer of existing Ordinary Shares.
Options will normally lapse on any charge or other security interest being granted over them by the option holder or on cessation of office or employment where such cessation does not result from illness, disability, injury, death, redundancy, retirement or good cause as determined by the Board. In the event of a takeover or winding up of the Company, options may be exercised within certain time limits. Options immediately lapse on the tenth anniversary of the date of grant (unless otherwise specified in the option certificate) and in the event of the participant's bankruptcy.
Limits on the issue of shares
No option to subscribe for Ordinary Shares may be granted pursuant to the Unapproved Scheme on any date if the number of Ordinary Shares comprised therein, when aggregated with the number of Ordinary Shares issued or remaining capable of being issued under the Unapproved Scheme or under any other employee share scheme (put in place or effected after the date of adoption of the Unapproved Scheme) would exceed the number of Ordinary Shares representing fifteen per cent. of the issued share capital of the Company from time to time.
Adjustments
With the prior written approval of HMRC, the number of shares comprised in an option and/or exercise price may be adjusted if any capitalisation issue, offer by way of rights or any sub-division, reduction or consolidation of the Company's share capital occurs.
Rights attaching to shares
All Ordinary Shares allotted under the Unapproved Scheme will rank pari passu with all other Ordinary Shares for the time being in issue, save as regards any rights arising by reference to a record date prior to the date of allotment. Application will be made for permission for any such Ordinary Shares to be admitted to trading on AIM.
Income tax and national insurance
The participant agrees to pay to the Company any income tax, national insurance or similar tax which he may be subject to in relation to the scheme. The Unapproved Scheme does not, however, cover class II (employer) national insurance which will arise for the Company on any amounts chargeable on the option holders as income.
For further information on CAS please visit the Company's website: www.casperatiplc.com or please contact:
C A Sperati plc |
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Jason Drummond, Executive Chairman |
Tel: 020 8858 7069 |
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Beaumont Cornish Limited (Nominated Adviser & Joint Broker) |
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Roland Cornish |
Tel: 0207 628 3396 |
Emily Staples |
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Peterhouse Corporate Finance (Joint Broker) |
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Lucy Williams |
Tel: 020 7469 0936 |
