18 October 2023
Idox plc
('Idox' or the 'Group' or the 'Company')
Adoption of New LTIP and Grant of Options
ldox plc (AIM: IDOX), a leading supplier of specialist information management software and solutions to the public and asset-intensive sectors, announces that on 1 September 2023 it adopted a new long-term incentive plan ("LTIP"), with share option awards to be made to key members of Idox's management team including certain of its persons discharging managerial responsibilities ("PDMRs").
The new LTIP has been established following consultation with certain major shareholders of the Group and external advisors. Potential awards and performance criteria have been benchmarked against share incentive schemes for other AIM quoted companies.
The Group's Remuneration Committee (the "Committee") granted these awards on 17 October 2023, with an effective grant date of 1 November 2022 ("Grant Date"), to encourage long-term value creation for the Company's shareholders, and so that the individuals identified as key people to lead the business into the future are appropriately incentivised in a manner that aligns with the interests of the Group's stakeholders. The new LTIP will supersede the existing LTIP established in 2019.
Pursuant to the LTIP, the Company granted nil-cost options over the following ordinary shares:
- 1,711,213 ordinary shares to David Meaden
- 1,283,409 ordinary shares to Anoop Kang
- 1,344,524 ordinary shares to Jonathan Legdon
- 763,934 ordinary shares to Ruth Paterson
The share option awards under the LTIP will ordinarily vest three years after the Grant Date (the "Performance Period") subject to the grantee's continued service and achievement of the necessary performance criteria, and are exercisable for seven years thereafter.
The performance criteria that apply to the awards are set out below. Once the first threshold has been exceeded, options will vest on a straight-line basis between the target thresholds.
· The vesting of up to 50 per cent of the award is subject to the Company's absolute total shareholder return ("TSR") performance over the Performance Period.
| Annual TSR growth rate | % of options vesting (of those subject to the TSR criteria) |
| 5.0% | 8.3% |
| 10.0% | 33.3% |
| 17.3% | 100.0% |
· The vesting of up to 25 per cent of the award is subject to the achievement of adjusted diluted earnings per share ("EPS") growth over the Performance Period. The EPS for the base year ended 31 October 2022 was 2.44p.
| Annual EPS growth rate | % of options vesting (of those subject to the EPS criteria) |
| 4.5% | 8.3% |
| 8.05% | 33.3% |
| 12.0% | 100.0% |
· The vesting of up to 25 per cent of the award is subject to the Company's revenue performance over the Performance Period. Revenue for the base year ended 31 October 2022 was £66.2m.
| Annual revenue growth rate | % of options vesting (of those subject to the Revenue criteria) |
| 6.6% | 8.3% |
| 10.0% | 33.3% |
| 15.0% | 100.0% |
The Committee will review the performance conditions at periodic intervals to ensure they remain appropriate. As a result of any such review, the Committee will retain discretion to amend the conditions where appropriate having regard to overall Company performance and wider stakeholder experience.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||||||||||||||||
| a) | Name | 1. David Meaden 2. Anoop Kang 3. Jonathan Legdon 4. Ruth Paterson | |||||||||||||||
| 2 | Reason for the notification | ||||||||||||||||
| a) | Position/status
| 1. CEO 2. CFO 3. COO 4. CLCO | |||||||||||||||
| b) | Initial notification /Amendment
| Initial Notification | |||||||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||||
| a) | Name
| Idox plc | |||||||||||||||
| b) | LEI | 213800Z3FE6PWVSUGE70 | |||||||||||||||
| 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 1 pence each ("Ordinary Shares") GB0002998192 | |||||||||||||||
| b)
| Nature of the transaction
| Conditional Grant of Nil Cost Share Options
| |||||||||||||||
| c) | Price(s) and volume(s) |
| |||||||||||||||
| d)
| Aggregated information - Aggregated volume - Price |
n/a
| |||||||||||||||
| e)
| Date of the transaction
| 17 October 2023 | |||||||||||||||
| f)
| Place of the transaction
| Outside a trading venue | |||||||||||||||
-Ends-
Enquiries:
| Idox plc | +44 (0) 870 333 7101 |
| Chris Stone, Non-Executive Chairman David Meaden, Chief Executive Anoop Kang, Chief Financial Officer | |
| | |
| Peel Hunt LLP (NOMAD and Broker) | +44 (0) 20 7418 8900 |
| Paul Gillam Michael Burke James Smith | |
| | |
| MHP Group | +44 (0) 203 128 8276 |
| Reg Hoare | idox@mhpgroup.com |
About Idox plc For more information see www.idoxplc.com @Idoxgroup
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