K3 Business Technology Group PLC PDMR Dealings (5421P)

TIDMKBT

RNS Number : 5421P

K3 Business Technology Group PLC

08 February 2019

K3 Business Technology Group plc

("K3", "Company" or "Group")

LTIP Option Scheme

On 5 April 2018, K3 announced the grant by the Remuneration Committee of the K3 Board ("RemCo") of 2,540,000 new options to certain PDMRs ("LTIP Options"). These grants were made under the terms of a K3 Long Term Incentive Plan (the "LTIP") and together amounted to approximately 5.9% of the Company's non-diluted issued share capital at that time.

Additional LTIP Options

Today, the RemCo has granted an additional 350,000 LTIP Options to the PDRM's set out below. The additional awards amount to approximately 0.8% of the Company's current non-diluted issued share capital. These grants have been made to provide consistency of reward and incentive to the entire senior management team at K3; previously these individuals were the only members of the senior management team who had either not been awarded LTIP Options, or had been awarded LTIP Options in a lower amount. The LTIP Options have been granted on and subject to the same LTIP rules and based on the same targets to ensure alignment of incentivisation. All of the LTIP Options are exercisable at a price of 25p per share, being nominal value.

 
 Name                  LTIP Options awarded 
 Christina Humphrey                 200,000 
                      --------------------- 
 Peder Falck                        150,000 
                      --------------------- 
 

LTIP Structure

The structure of the LTIP, as announced by K3 on 5 April 2018, is as follows:

The LTIP Options vest in three tranches, as set out below, based on the achievement of certain hurdles relating to the adjusted operating profit ("AOP", being operating profits prior to any share based payment charges) of the Group for each of the two years to 30 November 2019 and, in respect of the last tranche, a further criteria based on the Company's share price during the 30 days immediately following the announcement of K3's results for the year ended 30 November 2020 (the "Price Vesting Criteria") and the Adjusted Profit per share for the year ending 30 November 2020.

The performance measures for each of the three years to 30 November 2020, and the proportion of each award vesting upon delivery are as follows:

 
 Tranche         Year to     Minimum AOP to trigger         % of total 
             30 November                      award    award triggered 
 1                  2018             AOP of GBP5.8m                20% 
          --------------  -------------------------  ----------------- 
 2                  2019             AOP of GBP8.0m                10% 
          --------------  -------------------------  -----------------  --------------------- 
                                Adjusted Profit per                      (based on a straight 
 3a                 2020    share GBP0.19 - GBP0.28           0% - 35%    line sliding scale) 
          --------------  -------------------------  -----------------  --------------------- 
            2020 results        Share Price GBP2.20                      (based on a straight 
 3b         announcement                  - GBP3.20           0% - 35%    line sliding scale) 
          --------------  -------------------------  -----------------  --------------------- 
 

If performance criteria are missed for the first and/or second tranches, the awarded LTIP Options will be rolled over into the following year(s) but will only vest upon the achievement of the performance criteria of the second or third tranche, as the case may be. In the event that the first and second tranches are rolled into the third tranche, they will vest on the basis of a 50/50 split between the two separate third tranche tests, and upon achievement of the minimum target for the relevant of the two tests.

Enquiries:

 
 K3 Business Technology     Adalsteinn Valdimarsson,  T: 0161 876 4498 
  Group plc                                      CEO 
                                      Rob Price, CFO 
finnCap Limited (NOMAD   Julian Blunt/James Thompson  T: 020 7220 0500 
 & Broker)                       (Corporate Finance) 
                           Camille Gochez (Corporate 
                                            Broking) 
KTZ Communications                  Katie Tzouliadis  T: 020 3178 6378 
 
 
1.  Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated 
     with them ('PCA') 
a)  Name                                            Peder Falck 
2.  Reason for notification 
b)  Position / status                               Divisional Managing Director 
c)  Initial notification / amendment                Initial Notification 
3.  Details of the issuer, emission allowance market participant, auction platform, auctioneer 
     or auction monitor 
b)  Name                                            K3 Business Technology Group plc 
c)  LEI                                             213800QOJ9OF2AV81748 
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         Options over ordinary shares of 25p each 
 
     Identification code 
                                                     GB00B00P6061 
b)  Nature of the transaction                       Award of Options under the K3 LTIP 
c)  Price(s) and volume(s)                           150,000 Options awarded 
d)  Aggregated information                          n/a 
     Aggregated volume Price 
e)  Date of the transaction                         8 February 2019 
f)  Place of the transaction                        Outside a trading venue 
 
 
1.  Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated 
     with them ('PCA') 
a)  Name                                            Christina Humphrey 
2.  Reason for notification 
b)  Position / status                               HR Director 
c)  Initial notification / amendment                Initial Notification 
3.  Details of the issuer, emission allowance market participant, auction platform, auctioneer 
     or auction monitor 
b)  Name                                            K3 Business Technology Group plc 
c)  LEI                                             213800QOJ9OF2AV81748 
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         Options over ordinary shares of 25p each 
 
     Identification code 
                                                     GB00B00P6061 
b)  Nature of the transaction                       Award of Options under the K3 LTIP 
c)  Price(s) and volume(s)                           200,000 Options awarded 
d)  Aggregated information                          n/a 
     Aggregated volume Price 
e)  Date of the transaction                         8 February 2019 
f)  Place of the transaction                        Outside a trading venue 
 

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February 08, 2019 09:42 ET (14:42 GMT)