Access Intelligence PLC
("Access Intelligence" or the "Company")
Establishment of Long-Term Value Creation Plan
Access Intelligence Plc, (AIM: ACC) the technology innovator delivering Software-as-a-Service (SaaS) solutions for the global marketing and communications industries, is pleased to announce that further to disclosures in the Company's Admission Document dated 15 June 2021 and following completion of the acquisition of Isentia, it has finalised the establishment of a Long-Term Value Creation Plan ("LTVCP").
The LTVCP is intended to assist with the retention and motivation of key employees of the Company with the aim of incentivising and rewarding exceptional levels of performance over a four year period. The LTVCP will provide the potential for rewards only if shareholders benefit from sustained growth in shareholder value over a four-year period. Full details of the LTVCP are set out in the Admission Document.
The details of the awards for the initial LTVCP participants are set out below:
· Under the LTVCP, the Board has granted certain eligible employees a right ("Participation Right") to receive a proportion of the shareholder value created above a hurdle ("Hurdle Rate"). The Hurdle Rate has been set at a 12.5 per cent. compound annual growth rate.
· For the purposes of the LTVCP, shareholder value created is defined as the growth in the Company's market capitalisation including net equity cashflows to shareholders and adjusting for any share issues during the Performance Period (as defined below).
· Awards under the LTVCP comprise three equal tranches, with measurement dates on the second, third and fourth anniversaries of the performance start date (each a "Performance Period").
· The shareholder value created at each measurement date will be calculated with reference to the average market capitalisation of the Company over the three months immediately preceding and ending on each anniversary.
· Where value is created above the Hurdle Rate, initial LTVCP participants will share 10 per cent. of the shareholder value created above the hurdle ("LTVCP Pool").
· Should the aggregate nominal value of Shares to be issued or then capable of being issued in respect of each Performance Period exceed 7 per cent. of the nominal value of the ordinary share capital in issue of the Company at that time, the LTVCP Pool will be scaled back as required so that the 7 per cent. threshold is not exceeded.
· To the extent that performance does not exceed the hurdle over each Performance Period, the relevant tranche will lapse in full.
For the initial participants, the performance start date to measure each Performance Period has been determined as the date of the announcement of the Isentia acquisition, being 15 June 2021. The base value for the purposes of the calculation of growth in shareholder value has been set at c.£153.1 million (being calculated by reference to the total number of Ordinary Shares with voting rights following completion of the Isentia acquisition and the placing price of 120p for the equity raise announced on 15 June 2021).
At the end of each Performance Period, the Participation Right will convert into an award in the form of an option to acquire Ordinary Shares at a price per Ordinary Share equal to the nominal value of an Ordinary Share, being 5 pence per Ordinary Share ("Award"). The number of Ordinary Shares to be issued pursuant to each Award will be calculated by reference to the Company's share price at the relevant time.
Awards are subject to a Holding Period ending on the first anniversary of the end of each Performance Period in respect of which the relevant Award was granted, unless the Board determines that another period shall be specified in relation to any Award.
The Board has discretion to vary the outcome applying to a Participation Right where it considers that the level at which it would convert into an Award: does not reflect the Board's assessment of overall performance during the Performance Period; is not appropriate in the context of circumstances that were unexpected or unforeseen at the grant date; or any other appropriate reason.
Joanna Arnold and Mark Fautley have each been granted Participation Rights under the LTVCP. Joanna Arnold's Participation Percentage has been set at 22% and Mark Fautley's Participation Percentage has been set at 11%. In aggregate, initial LTVCP participants Participation Percentages equate to a total of 73% of the available Participation Rights. The unallocated Participation Rights have been set aside to provide the Company the flexibility to award further Participation Rights to eligible employees during the performance period. No further awards will be granted to Joanna Arnold and Mark Fautley under the LTVCP prior to the end of the four year performance under the initial award.
Other director share options
Christopher Satterthwaite has been awarded options over 39,603 Ordinary Shares and Chris Pilling and Sarah Vawda have each been awarded options over 19,801 Ordinary Shares. The options will be exercisable between 2 October 2024 and 2 October 2031 with an exercise price of 5 pence each, equivalent to the nominal value of the Ordinary Shares.
Katie Puris and Lisa Gilbert have each been awarded options over 19,801 Ordinary Shares. The options will be exercisable between 2 October 2024 and 15 March 2025 with an exercise price of 5 pence each, equivalent to the nominal value of the Ordinary Shares.
Further details on the grant of options are included in the notifications below.
For further information:
Access Intelligence plc
Joanna Arnold (CEO) / Mark Fautley (CFO) 020 3426 4024
finnCap Limited (Nominated Adviser and Broker)
Corporate Finance - Marc Milmo / Kate Bannatyne / Fergus Sullivan 020 7220 0500
Corporate Broking - Alice Lane / Sunila de Silva
About Access Intelligence
Access Intelligence PLC is an AIM-listed martech leader, helping marketers and communicators anticipate, react and adapt to what's important to customers, stakeholders and their brand as they navigate a constantly changing world of influence and reputation online. Its technology is used by 6,000 global organisations every day, from blue-chip enterprises and communications agencies to public sector organisations and not-for-profits.
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Christopher Satterthwaite | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Chairman | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Access Intelligence plc | ||||
| b) | LEI: | 213800PPZ4ZM8OMHGT41 | ||||
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 5 pence each ("Ordinary Shares") GB00BGQVB052 | ||||
| b) | Nature of the transaction: | Grant of Options | ||||
| c) | Price(s) and volume(s): |
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| d) | Aggregated information: · Aggregated volume: · Price: |
N/A | ||||
| e) | Date of the transaction: | 2 October 2021 | ||||
| f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Chris Pilling | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Access Intelligence plc | ||||
| b) | LEI: | 213800PPZ4ZM8OMHGT41 | ||||
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 5 pence each ("Ordinary Shares") GB00BGQVB052 | ||||
| b) | Nature of the transaction: | Grant of Options | ||||
| c) | Price(s) and volume(s): |
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| d) | Aggregated information: · Aggregated volume: · Price: |
N/A | ||||
| e) | Date of the transaction: | 2 October 2021 | ||||
| f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Katie Puris | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Access Intelligence plc | ||||
| b) | LEI: | 213800PPZ4ZM8OMHGT41 | ||||
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 5 pence each ("Ordinary Shares") GB00BGQVB052 | ||||
| b) | Nature of the transaction: | Grant of Options | ||||
| c) | Price(s) and volume(s): |
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| d) | Aggregated information: · Aggregated volume: · Price: |
N/A | ||||
| e) | Date of the transaction: | 2 October 2021 | ||||
| f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Sarah Vawda | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Access Intelligence plc | ||||
| b) | LEI: | 213800PPZ4ZM8OMHGT41 | ||||
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 5 pence each ("Ordinary Shares") GB00BGQVB052 | ||||
| b) | Nature of the transaction: | Grant of Options | ||||
| c) | Price(s) and volume(s): |
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| d) | Aggregated information: · Aggregated volume: · Price: |
N/A | ||||
| e) | Date of the transaction: | 2 October 2021 | ||||
| f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Lisa Gilbert | ||||
2. | Reason for the notification | |||||
| a) | Position/status: | Non-Executive Director | ||||
| b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Access Intelligence plc | ||||
| b) | LEI: | 213800PPZ4ZM8OMHGT41 | ||||
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 5 pence each ("Ordinary Shares") GB00BGQVB052 | ||||
| b) | Nature of the transaction: | Grant of Options | ||||
| c) | Price(s) and volume(s): |
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| d) | Aggregated information: · Aggregated volume: · Price: |
N/A | ||||
| e) | Date of the transaction: | 2 October 2021 | ||||
| f) | Place of the transaction: | Outside a trading venue | ||||
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