Kingswood Holdings Limited Long Term Incentive Plan Awards (5497Y)

TIDMKWG

RNS Number : 5497Y

Kingswood Holdings Limited

09 May 2019

9 May 2019

KINGSWOOD HOLDINGS LIMITED

("Kingswood", the "Company" or the "Group")

Long Term Incentive Plan Awards

Kingswood Holdings Limited (AIM: KWG), trading as Kingswood, the integrated wealth management group, is pleased to announce the granting of Long Term Incentive Plan 2019 ("2019 LTIP") awards to Directors of the Company, recent additions to the team and select team members in order to align them with the delivery of future long term goals (the "Awards"). Kingswood is committed to an employee ownership model and earlier this year rolled out a new organisation and title structure, culminating in the creation of the first group of Managing Directors and Partners in the firm.

The 2019 LTIP has been established to incentivise Board members and staff to reinforce shareholder value over the long term.

Director Awards

The following Awards under the 2019 LTIP are options over ordinary shares of the Company with an exercise price of 5 pence and were granted to certain Directors of the Company (the "LTIP Directors") on [9] May 2019 (the "Director Awards"). The LTIP Directors currently hold no other share options in the Company.

 
 Name                Role                       Number of options   Exercise   Vesting Date 
                                                    granted under      Price 
                                                        the Award        (p) 
 Gary Wilder         Chief Executive Officer            5,000,000        5.0     09/05/2022 
                    -------------------------  ------------------  ---------  ------------- 
 
 Graydon Butler      Chief Operating Officer            3,000,000        5.0     09/05/2022 
                    -------------------------  ------------------  ---------  ------------- 
 Buzz West           Non-Executive Chairman             3,000,000        5.0     09/05/2022 
                    -------------------------  ------------------  ---------  ------------- 
                     Non-Executive Deputy 
 Jonathan Massing     Chairman                          5,000,000        5.0     09/05/2022 
                    -------------------------  ------------------  ---------  ------------- 
 David Hudd          Non-Executive Director             1,500,000        5.0     09/05/2022 
                    -------------------------  ------------------  ---------  ------------- 
 

These Director Awards are subject to a three-year performance period followed by a holding period of two years and are further subject to claw back and malus provisions. The Director Awards are linked to the Group's growth measured against performance targets summarised below:

50 per cent of the Director Award is subject to the Group achieving the following EBITDA targets:

 
 Performance period    EBITDA target    % of EBITDA element vesting 
 FY19                  GBP2.5m          33.3 
                      ---------------  ---------------------------- 
 FY20                  GBP4.0m          33.3 
                      ---------------  ---------------------------- 
 FY21                  GBP5.4m          33.3 
                      ---------------  ---------------------------- 
 

The EBITDA element of the Director Award is also conditional on the Company's share price being not less than 18.9 pence per share (200 per cent. of 20 day average closing mid price prior to grant of the Director Awards) at the end of the three year performance period.

The remaining 50 per cent of the Director Award is subject to achieving the following total shareholder return ("TSR") target (20 day average closing mid price at the end of the third year adjusted for any other shareholder returns):

 
 Performance tier         Share price at    % of TSR element vesting 
                           31/12/21 
 Below threshold          <50p              0% 
                         ----------------  ------------------------------- 
 Threshold                50p               70% 
                         ----------------  ------------------------------- 
 Maximum                  60p               100% 
                         ----------------  ------------------------------- 
 Between threshold and    Between 50p and   70-100% pro-rata on a straight 
  maximum                  60p               line basis 
                         ----------------  ------------------------------- 
 

These Director Awards represent 10.9 per cent of the current issued share capital of the Company.

Buzz West, Chairman, Kingswood, said: "The 2019 LTIP has been established to ensure that the incentivisation of the Company's Board is effective and fair and motivates the Directors to deliver success for the Group, its shareholders and employees over the long term".

Related party transaction

The LTIP Awards to each of the LTIP Directors are considered a related party transaction pursuant to rule 13 of the AIM Rules. Accordingly, Jonathan Freeman who is an independent director for the purposes of the LTIP Awards, considers, having consulted with finnCap Ltd, the Company's Nominated Adviser, that the terms of the LTIP Awards are fair and reasonable insofar as shareholders are concerned.

Senior Management Awards

A further 8,750,000 awards have been made to members of senior management, with a vesting date of 31 December 2021, three-year performance period, two-year holding period, claw back and malus provisions, bringing the total awards made to senior management to 19,100,000 awards under this scheme.

Depending on the recipient of the awards, some will be subject to Group target EBITDA and TSR performance conditions (as above), with the remainder subject to Group target EBITDA targets (as above) and individual portfolio targets (including Assets Under Management / Assets Under Administration, revenue and profit).

To date, including the Director Awards, a total of 36,600,000 awards have been made under the 2019 LTIP, representing 22.8% of the Company's issued share capital.

Buzz West, Chairman, Kingswood, said: "The Remuneration Committee is keen to ensure that the rewards of the Company's senior team are structured to ensure that they will be effective, fair and motivate them to deliver success for the Group, its shareholders and employees over the long term".

The information below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

For further details, please contact:

 
 
   Kingswood Holdings Limited                                [phone] 
 Gary Wilder / Patrick Goulding                            www.kw-wealth.com 
 finnCap Ltd (Nomad and Broker)                            [phone] 
 Ed Frisby / Scott Mathieson / Anthony Adams (Corporate 
  Finance) 
  Tim Redfern / Richard Chambers (ECM) 
 Greentarget (for media)                                   [phone] 
 Jamie Brownlee 
 

About Kingswood

Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG) integrated wealth management group, with more than 4,500 active clients and c.GBP2 billion of Assets Under Management and Advice. It has a growing network of offices in the UK including London, Manchester, Cheltenham, Maidstone, Worcester, Beverley and Abingdon, and an office in Johannesburg, South Africa.

Kingswood offers a portfolio of services to its clients, which range from private individuals to some of the UK's largest universities and institutions, including investment advice and management, personal and company pensions, wealth planning, and stockbroking. Kingswood is focused on becoming a leading player in the wealth management market through targeted acquisitions in the UK, with the ultimate goal of creating a global business through strategic partnerships and its ambition is to gain a foothold in the US market in the near future.

 
 1.   Details of the Person discharging managerial responsibilities 
       ("PDMR") / person closely associated with them ("PCA") 
 a)   Name                             Gary Wilder 
                                        Graydon Butler 
                                        Kenneth "Buzz" West 
                                        Jonathan Massing 
                                        Jonathan Freeman 
                                        David Hudd 
     ------------------------------  --------------------------------------------------- 
 2.   Reason for the notification 
     ----------------------------------------------------------------------------------- 
 a)   Position / status                Gary Wilder        Chief Executive Officer 
                                        Graydon Butler     Chief Operating Officer 
                                        Kenneth "Buzz"     Non-Executive Chairman 
                                         West 
 
                                        Jonathan Massing   Non-Executive Deputy Chairman 
                                        David Hudd         Non-Executive Director 
     ------------------------------  --------------------------------------------------- 
 b)   Initial notification            Initial notification 
       / amendment 
     ------------------------------  --------------------------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ----------------------------------------------------------------------------------- 
 a)   Name                            Kingswood Holdings Limited 
     ------------------------------  --------------------------------------------------- 
 b)   Legal Entity Identifier         213800DX97OROHY26686 
     ------------------------------  --------------------------------------------------- 
 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              Options over ordinary shares of 
       financial instrument            5 pence each in the Company 
     ------------------------------  --------------------------------------------------- 
 b)   Nature of the transaction       Award of options under the 2019 
                                       LTIP 
     ------------------------------  --------------------------------------------------- 
 c)   Price(s) and volume(s)          Name                Price(s)   Volume(s) 
                                       Gary Wilder         5p         5,000,000 
                                                          ---------  ---------- 
                                       Graydon Butler      5p         3,000,000 
                                                          ---------  ---------- 
                                       Kenneth "Buzz" 
                                        West               5p         3,000,000 
                                                          ---------  ---------- 
                                       Jonathan Massing    5p         5,000,000 
                                                          ---------  ---------- 
                                       David Hudd          5p         1,500,000 
                                                          ---------  ---------- 
     ------------------------------  --------------------------------------------------- 
 d)        Aggregated information 
             *    Aggregated volume 
                                        5p exercise price 
 
             *    Aggregated price 
     ------------------------------  --------------------------------------------------- 
 e)   Date of the transaction(s)      [9] May 2019 
     ------------------------------  --------------------------------------------------- 
 f)   Place of the transaction        London Stock Exchange, AIM 
     ------------------------------  --------------------------------------------------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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May 09, 2019 07:55 ET (11:55 GMT)