Ebiquity Plc
("Ebiquity" or "the Company")
Appointment of Director and Director Dealing
Ebiquity announced on 1 October 2015 the appointment of Dr Michael Karg as Ebiquity's new Group Chief Executive Officer, with the appointment to take effect in January 2016. The Company is pleased to announce that Michael has today been appointed to its Board.
Michael Karg, 44, is currently a director of Travelzoo Inc. Michael has been a director of the following companies within the previous five years: Razorfish Hong Kong, Razorfish Consulting (Shanghai), e- Crusade Holding Company Limited, Razorfish UK Limited, Nurun SAS and 2DataFish.
There is no further information to be disclosed pursuant to Rule 17 or Schedule Two paragraph (g) of the AIM Rules for Companies.
In addition to his ongoing remuneration arrangements, the Company has today awarded Michael the share options described below in order to compensate him for the loss of certain retention incentives from his previous employer.
Ebiquity has awarded Michael options over 200,000 ordinary shares of 25 pence each in the share capital of the Company ("Ordinary Shares"). Options over 100,000 Ordinary Shares will vest after six months' service and the remaining options over 100,000 Ordinary Shares will vest after 12 months' service, in each case subject to Michael being employed by Ebiquity and not being under notice at the respective vesting dates. Each option over an Ordinary Share has an exercise price of 25 pence.
Ebiquity has also awarded Michael options over 300,000 Ordinary Shares which will vest conditional on the satisfaction of performance criteria relating to the growth of the Company's diluted adjusted earnings per share ("EPS") as described in the paragraph below. Options over 200,000 Ordinary Shares ("tranche one") will vest conditional on the EPS growth for the financial year ending 31 December 2016 over the previous 12 month period ended 31 December 2015. Options over 100,000 Ordinary Shares ("tranche two") will vest conditional on the EPS growth for the financial year ending 31 December 2017 over the prior financial year. Any options from tranche one which do not vest will be rolled over into tranche two and will be capable of vesting along with the options granted as part of tranche two. Each option over an Ordinary Share in tranche one and in tranche two has an exercise price of 25 pence.
EPS growth, over the relevant performance period for each tranche, of 10% or more will result in all of the options in that tranche vesting. EPS growth of 4% over the relevant performance period will vest one fifth of the options in that tranche. None of the options in a tranche will vest if EPS growth over the relevant performance period is less than 4%. Three-fifths of the options in a tranche will vest if EPS growth over the relevant performance period is 8%. The options in a tranche will vest on a straight-line basis where EPS growth over the relevant performance period is between 4% and 8% or between 8% and 10%.
Michael will also participate, as part of his ongoing remuneration arrangements for performance in the role of Group Chief Executive Officer, in the Company's Executive Share Option Plan, along with other executives and executive Directors of the Company. The first award of options under this Plan in which he will participate will vest conditional on the satisfaction of performance criteria relating to the rate of compound growth of EPS over the three year period ending 31 December 2018. The number of options to be awarded to Michael will depend upon the price of Ordinary Shares at the time the award is made.
Michael Greenlees will remain on the Board as an Executive Director until an orderly handover and transition has been completed and will then serve the Company in an advisory capacity for a period of two years from 30 April 2016.
27 January 2016
Enquiries:
Ebiquity plc Michael Higgins (Chairman) Instinctif Partners Matthew Smallwood Guy Scarborough |
020 7650 9600 020 7457 2020 |
Numis Securities Limited Nick Westlake (NOMAD) David Poutney, James Serjeant (Corporate Broker) |
020 7260 1000 |
