LTIP & DBSP awards; DBSP option exercise

FOR RELEASE ON

26 April 2019

 

IP Group plc - LTIP & DBSP awards; exercise of DBSP options

 

IP Group plc (LSE: IPO) ("IP Group" or "the Group" or "the Company"), the developer of intellectual property-based businesses, announces the following in connection with its employee share schemes.

 

Long Term Incentive Plan (the "LTIP")

 

IP Group made conditional awards of 5,627,936 ordinary shares of two pence each ("Shares") to its executive directors, other persons discharging managerial responsibilities ("PDMRs") and certain other employees under its Long-Term Incentive Plan on 25 April 2019.

 

The performance measures attaching to the 2019 awards are based on the achievement of targets linked to growth in the Company's "hard" net assets ("Hard NAV") and total shareholder return ("TSR") as described in the Directors' Remuneration Report of the Annual Report and Accounts. The starting point for the TSR target is 94.9p, being the one-month average closing price up to the date of grant. The starting point for the Hard NAV performance measure is the Group's audited Hard NAV at 31 December 2018 of £1,217.5m. The number of Shares conditionally awarded was calculated using the closing price on 25 April 2019 of 99.1p.

 

Assuming satisfaction of the conditions in full, the awards will ordinarily vest on or after 31 March 2022 and will be subject to a minimum two-year post-vesting holding period, after which the Shares will be delivered to the participants.

 

Conditional awards over 3,306,656 Shares have been made to the executive directors and other PDMRs, as set out in the table below, with awards over a further 2,321,280 to other of the Group's employees.

 

Executive Director/PDMR	Maximum number of Shares conditionally awarded in respect of 2019 LTIP	Maximum number of conditionally awarded Shares outstanding at the date of this announcement
Alan Aubrey	1,282,038	3,033,577
David Baynes	566,094	1,339,780
Mike Townend	566,094	1,339,780
Greg Smith	566,094	1,339,780
Sam Williams	226,437	812,968
Mark Reilly	99,899	223,198

The number of Shares stated is the maximum number that could be issued to each executive director or PDMR upon full satisfaction of the performance conditions attaching to the awards.

As at the date of this announcement, a total of 15,336,437 Shares conditionally awarded to executive directors, other PDMRs and employees of IP Group remain outstanding under the IP Group LTIP and subject to performance conditions. A further 2,425,644 awards remain outstanding to the Group's employees under other long-term incentive schemes including the former Touchstone Innovations plc long-term incentive plans.

 

Deferred Bonus Share Plan ("DBSP")

 

IP Group made awards over Ordinary Shares to certain Executive Directors, PDMRs and certain other employees under the Company's DBSP on 25 April 2019. The awards reflect the deferral of fifty per cent. of each person's award above £25,000 under the Group's Annual Incentive Scheme ("AIS") in respect of the Group's performance for the financial year ended 31 December 2018. The following table sets out details of the awards made to the Executive Directors and PDMRs: 

 

Name of Director/PDMR	Structure of award	Number of Shares awarded under the DBSP	Total number of Shares held under the DBSP
Alan Aubrey	Nil-Cost Option	22,564	144,915
David Baynes	Nil-Cost Option	10,698	86,151
Mike Townend	Nil-Cost Option	10,698	86,151
Greg Smith	Nil-Cost Option	10,698	82,807
Sam Williams	Nil-Cost Option	14,770	30,410
Mark Reilly	Nil-Cost Option	13,314	16,820

In addition to the above, awards over a total of 109,364 shares were made to certain other of the Group's employees.

No consideration was paid for the grant of the awards and no consideration is due on the maturity of the awards. Fifty per cent. of the awards will normally be exercisable on 31 March 2020 and fifty per cent. on 31 March 2021, each generally subject to continued employment. The awards shall be exercisable for a maximum of three years from the date of grant.

Exercise of historic DBSP options

 

Certain of the Group's employees exercised DBSP options over a total of 91,644 Shares on 26 April 2019. IP Group's employee benefit trust satisfied the exercise of these options through the purchase of 91,644 existing Shares at an average price of 99.7p.

 

Two of the Group's PDMRs, Mark Reilly and Sam Williams, exercised DBSP options at this time. Mark Reilly sold sufficient Shares to meet his tax liabilities, retaining the balance of Shares, while Sam Williams sold all of the Shares resulting from the exercise of his option.

 

Shares in issue

 

At the date of this announcement the Company has 1,059,144,595 ordinary shares in issue.

 

The following information is being disclosed pursuant to the requirements of MAR.

 

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

 

LTIP awards

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alan Aubrey Mike Townend Greg Smith David Baynes Sam Williams Mark Reilly
2	Reason for the notification
a)	Position/status	Director        Chief Executive Officer Director        Chief Investment Officer Director        Chief Financial Officer Director        Chief Operating Officer PDMR          Managing Partner, Life Sciences PDMR          Managing Partner, Technology
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 2p each in IP Group plc   ISIN: GB00B128J450
b)	Nature of the transaction	Grant of Options under the IP Group plc LTIP
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Alan Aubrey Nil 1,282,038 Mike Townend Nil 566,094 Greg Smith Nil 566,094 David Baynes Nil 566,094 Sam Williams Nil 226,437 Mark Reilly Nil 99,899
e)	Aggregated information -Aggregated volume - Price - Aggregated total	Aggregated Number of Shares Granted Under the LTIP to Directors and PDMRs on 25 April 2019: 3,532,488 Price: £ nil
f)	Date of the transaction	25 April 2019.
g)	Place of the transaction	London Stock Exchange, Main Market

 

DBSP awards

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Alan Aubrey Mike Townend Greg Smith David Baynes Sam Williams Mark Reilly
2	Reason for the notification
a)	Position/status	Director        Chief Executive Officer Director        Chief Investment Officer Director        Chief Financial Officer Director        Chief Operating Officer PDMR          Managing Partner, Life Sciences PDMR          Managing Partner, Technology
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Ordinary Shares of 2p each in IP Group plc     ISIN: GB00B128J450
b)	Nature of the transaction	Grant of Options under the IP Group plc DBSP
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Alan Aubrey Nil cost option 22,564 Mike Townend Nil cost option 10,698 Greg Smith Nil cost option 10,698 David Baynes Nil cost option 10,698 Sam Williams Nil cost option 14,770 Mark Reilly Nil cost option 13,314
e)	Aggregated information -Aggregated volume - Price - Aggregated total	Aggregated Number of Shares Granted Under the DBSP to Directors and PDMRs on 25 April 2019: 82,742 Price: £ nil
f)	Date of the transaction
g)	Place of the transaction	London Stock Exchange, Main Market

 

DBSP exercise

 

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Mark Reilly
2	Reason for the notification
a)	Position/status	PDMR          Managing Partner, Technology
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450
b)	Nature of the transaction	Exercise of options in connection with the 2018 DBSP Awards
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Mark Reilly  Nil cost option
e)	Aggregated information -Aggregated volume   - Price   - Aggregated total	3,506   99.7p   £3,495.48
f)	Date of the transaction	26 April 2019
g)	Place of the transaction	London Stock Exchange, Main Market

 

2	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sam Williams
2	Reason for the notification
a)	Position/status	PDMR          Managing Partner, Life Sciences
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 2p each in IP Group plc ISIN: GB00B128J450
b)	Nature of the transaction	Exercise of options in connection with the 2016 and 2018 DBSP Awards
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Sam Williams  Nil cost option
e)	Aggregated information -Aggregated volume - Price - Aggregated total	31,280 99.7p £31,186.16
f)	Date of the transaction	26 April 2019
g)	Place of the transaction	London Stock Exchange, Main Market
1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Mark Reilly
2	Reason for the notification
a)	Position/status	PDMR          Managing Partner, Technology
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 2p each in IP Group plc   ISIN: GB00B128J450
b)	Nature of the transaction	Sale
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Mark Reilly  99.7p 1,746
e)	Aggregated information -Aggregated volume - Price - Aggregated total	1,746 shares 99.7p £1,740.76
f)	Date of the transaction	26 April 2019
g)	Place of the transaction	London Stock Exchange, Main Market
1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sam Williams
2	Reason for the notification
a)	Position/status	PDMR          Managing Partner, Life Sciences
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	IP Group plc
b)	Legal Entity Identifier	213800HG22UM138WFG43
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of 2p each in IP Group plc   ISIN: GB00B128J450
b)	Nature of the transaction	Sale
c)	Currency	GBP
d)	Price(s) and volume(s)	Name(s) Price(s) Volume(s) Sam Williams  99.7p 31,280
e)	Aggregated information -Aggregated volume - Price - Aggregated total	31280 99.7p £31,186.16
f)	Date of the transaction	26 April 2019
g)	Place of the transaction	London Stock Exchange, Main Market

 

For more information, please contact:

 

IP Group plc	www.ipgroupplc.com
Alan Aubrey, Chief Executive Officer Greg Smith, Chief Financial Officer Liz Vaughan-Adams, Communications	+44 (0) 20 7444 0050 +44 (0) 20 7444 0062/+44 (0) 7979 853802
Charlotte Street Partners
Andrew Wilson	+44 (0) 7810 636995
David Gaffney	+44 (0) 7854 609998

 

Notes for editors

 

About IP Group

 

IP Group is a leading intellectual property commercialisation company which focuses on evolving great ideas, mainly from its partner universities, into world-changing businesses. The Group has pioneered a unique approach to developing these ideas and the resulting businesses by providing access to business building expertise, capital (through its 100%-owned FCA-authorised subsidiaries IP Capital and Parkwalk Advisors), networks, recruitment and business support. IP Group has a strong track record of success and its portfolio comprises holdings in early-stage to mature businesses across life sciences and technology. IP Group is listed on the Main Market of the London Stock Exchange under the code IPO.

 

For more information, please visit our website at www.ipgroupplc.com.

 

ENDS