2 December 2015
TMT INVESTMENTS PLC
("TMT" or the "Company")
Approval of a 3-year Bonus Plan
The Board of TMT announces that, following the expiration of the Company's 2012 Share Option Plan in October 2015, the Company has approved a 3-year non-discretionary bonus plan ("Bonus Plan") for directors, officers, employees of, or consultants to, the Company ("Team").
Under the Bonus Plan, subject to achieving minimum hurdle rate and high watermark conditions in respect of the Company's NAV, the Team will receive annual cash bonuses ("Bonus") equal to 7.5% of the net increases in the Company's NAV, adjusted for any changes in the Company's equity capital resulting from issuance of new shares, share buy-backs or similar transactions (collectively "Relevant Corporate Actions") in each relevant year.
|
Year 1 |
Year 2 |
Year 3 |
NAV figures used for Bonus calculation purposes (as of) |
30 Jun 2016 vs 30 Jun 2015 |
30 Jun 2017 vs 30 Jun 2016 |
30 Jun 2018 vs 30 Jun 2017 |
Bonus payment date (on or around) |
1 Dec 2016 |
1 Dec 2017 |
1 Dec 2018 |
Bonus award conditions: · Hurdle Rate |
10% annual increase in the Company's NAV per share starting from the value as of 30 June 2015 (equates to a 33% increase in NAV per share over a three year period) |
· High Watermark |
Bonus pool will be calculated as an amount equal to 7.5% of the net increase during a relevant year in the Company's NAV over and above the previous highest NAV as of the end of any previous relevant year |
The allocation of the Bonus pool among Team members is as follows:
Name |
% of the total Bonus pool |
Artyom Inyutin (Employee) |
18% |
German Kaplun (Employee) |
18% |
Alexander Morgulchik (Employee) |
18% |
Alexander Selegenev (Director) |
18% |
Yuri Mostovoy (Director) |
8% |
Alexander Pak (Employee) |
6% |
Levan Kavtaradze (Employee) |
4% |
To be allocated |
10% |
TOTAL |
100% |
The Company has reserved the right to pay the Bonus in the form of TMT shares rather than in cash. The number of shares receivable in each case will be calculated by dividing the relevant cash Bonus amount by the average price of TMT share in the relevant year.
The Company's Admission Document included a statement that the Company will rely on a small number of key individuals. The Board has determined that the Bonus Plan is in the best interest of the Company in order to ensure key individuals remain with the Company to incentivise them to continue the Company's current and future operations and strategy and maximise the return on investment to its shareholders, and to incentivise and attract new key individuals in the future.
As Alexander Selegenev and Yuri Mostovoy are Directors of the Company, and Artyom Inyutin, German Kaplun and Alexander Morgulchik are Substantial Shareholders of the Company, their inclusion in the Bonus Plan (including terms of the potential issue of TMT shares) represents a related party transaction under the AIM Rules. The Directors, with the exception of Alexander Selegenev and Yuri Mostovoy, consider, having consulted with the Company's Nominated Adviser, ZAI Corporate Finance Ltd., that the terms of the Bonus Plan are fair and reasonable insofar as the Company's shareholders are concerned.
For further information contact:
About TMT Investments
TMT Investments PLC invests in high-growth, internet-based companies across a variety of sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has net assets of US$42m and has invested in just under 40 companies to date. The company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation. The company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com
