RNS Number : 7782D
Newmark Security PLC
11 September 2024
 

11 September 2024

 

Newmark Security plc

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

 

Grant of options and adoption of LTCIP

 

Newmark Security plc (AIM: NWT), a leading provider of electronic, software and physical security systems, announces an update to its management incentive structure in order to incentivise and retain key senior executives within the Company. The updated structure includes the introduction of a long term cash incentive plan (the "LTCIP") as well as grants of options over ordinary shares of 5p each ("Ordinary Shares") under the Company's existing option plans, further details of which are set out below.  

 

The Company engaged independent remuneration advisory firm, MM&K, to advise on its updated management incentive structure which is linked to the delivery of Newmark's new five-year strategic business plan (the "2029 Strategic Growth Plan"), details of which were set out in the Company's annual report and accounts for the year ended 30 April 2024, which was published yesterday and is available on the Company's website, www.newmarksecurity.com. The 2029 Strategic Growth Plan sets out how Newmark's management expect to grow the business over the next five years and includes stretching internal targets for revenue and EBITDA growth, as well as lowering debt and increasing net assets. These metrics are key KPIs for the business and the updated management incentive structure has been designed to ensure that management are rewarded appropriately in the case of creating a far more valuable asset for shareholders.

 

Options

 

Cancellation of CEO options

Under her service agreement, Marie-Claire Dwek (CEO) is entitled to receive options over Ordinary Shares representing 20% of her annual salary, subject to the achievement of certain operational performance criteria in each financial period. Prior to the matters set out below, Marie-Claire Dwek held options over 746,514 Ordinary Shares, equivalent to approximately 8% of the Company's current issued share capital.

 

In order to increase headroom to grant options to other executives, the Company and Marie-Claire Dwek have agreed to cancel 454,570 options held by Marie-Claire Dwek which were exercisable at a price of 90p per share, subject only to time based vesting criteria and continued employment (the "90p Options").

 

Grant of new options

Following the cancellation of the 90p Options, the Company has granted a total of 663,323 options over Ordinary Shares to members of the Group's Senior Management under the LTI Plan (the "Management Options"), including the following grants to persons discharging managerial responsibilities ("PDMRs"):

 

Name & Position

No. Management Options granted

Total no. of options held post grant

% of current issued share capital

Marie-Claire Dwek, CEO

317,408

609,352

6.5

Paul Campbell-White, CFO

140,930

210,930

2.25

Colin Leatherbarrow, MD Grosvenor

104,056

164,056

1.75

Ben Lagden, Commercial Director Grosvenor

30,310

70,310

0.75

Nick Shannon, MD Safetell

43,746

93,746

1.00

 

The Management Options are all exercisable at a price of 5p per Ordinary Share and vest as to 50% after three years (Newmark's full year ending 30 April 2027 "FY27") and the remaining 50% after five years (Newmark's full year ending 30 April 2029 "FY29"). The Management Options are subject to additional performance based vesting criteria that are aligned with revenue targets in the 2029 Strategic Growth Plan, such that: i) if "Stretch" revenue targets are achieved then 100% of the options will vest; ii) if "Target" revenue targets is achieved 50% of the options will vest; and iii) if "Threshold" revenue targets are achieved 25% of the options will vest. If the "Threshold" is not achieved, none of the options will vest. Achievement of the Stretch targets would see a resulting doubling of Group revenue by the end of FY29.

 

Following the grant of Management Options and cancellation of the 90p Options, the Company has a total of 1,335,267 options outstanding over Ordinary Shares, representing 14.24% of the Company's current issued share capital.

 

LTCIP

 

In order to limit dilution to shareholders, the LTCIP has been introduced to create cash incentive pools to supplement the granting of options. Marie-Claire Dwek is currently constrained from exercising any options as she is part of a concert party under the UK Takeover Code (details of which were announced on 1 June 2020) and so the LTCIP forms an important part of her incentive structure. The LTCIP is also important for individuals based outside of the UK, who are not able to benefit from tax efficient share options, in order to incentivise them as the Company pursues a global sales approach.  

 

Cash incentive pools will be allocated to each of the (a) the PLC team; (b) Grosvenor; and (c) Safetell, subject to the achievement of cumulative EBITDA targets that are aligned with the 2029 Strategic Growth Plan in: i) the three consecutive financial years ending FY27 ("FY27 Period"); and ii) the two consecutive financial years ending FY29 ("FY29 Period"). Participants in the PLC team will be measured against cumulative Group EBITDA targets and participants in the Grosvenor and Safetell teams will be measured against cumulative EBITDA targets for their respective Group subsidiary companies.

 

Payouts will be achieved if the cumulative EBITDA targets are met for FY27 Period and FY29 Period. 100% of the awards will be achieved if the "Stretch" targets are met, 50% of the award will be made if "Target" targets are met (being 95% of the Stretch target) and 25% of the award will be met if "Threshold" targets are met (being 85% of the Stretch target).  No payouts will be made if Threshold targets aren't met. If "Stretch" targets are exceeded, awards will increase by the same percentage of the actual cumulative EBITDA achieved above those Stretch targets. Payouts are subject to malus and clawback provisions. Achievement of the Stretch targets would see a resulting c. five times increase in Group EBITDA by the end of FY29.

 

Related party transactions

 

The following members of the Group's Senior Management, who are Group company directors and therefore related parties under the AIM Rules for Companies ("Related Parties"), will take part in the LTCIP and their cash awards if the "Stretch" targets are met are set out in the table below.

 

Name & Position

£'000 for FY27 Period

£'000 for FY29 Period

Total £'000

Marie-Claire Dwek, CEO

508

703

1,211

Paul Campbell-White, CFO

179

248

428

Colin Leatherbarrow, MD Grosvenor

323

394

717

Ben Lagden, Commercial Director Grosvenor

124

152

276

Brian Hack, VP Global Operations Grosvenor (US)

180

220

400

Matthew Smith, VP Global Sales HCM Grosvenor (US)

180

220

400

Nick Shannon, MD Safetell

136

165

301

 

The cancellation of Marie-Claire Dwek's 90p Options and grant of new options to her, and the awards to Related Parties under the LTCIP constitute related party transactions pursuant to the AIM Rules for Companies.  The Directors of Newmark (excluding Marie-Claire Dwek, Paul Campbell-White and Maurice Dwek), having consulted with the Company's nominated adviser, consider the terms of these transactions to be fair and reasonable insofar as shareholders are concerned.

 

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

 

 

Newmark Security plc

Marie-Claire Dwek, Chief Executive Officer

Paul Campbell-White, Chief Financial Officer

 

Tel: +44 (0) 20 7355 0070

www.newmarksecurity.com

Allenby Capital Limited

(Nominated Adviser and Broker)

James Reeve / Liz Kirchner / Lauren Wright (Corporate Finance)

Amrit Nahal / Tony Quirke (Sales & Corporate Broking)

 

Tel: +44 (0) 20 3328 5656

Yellow Jersey PR Limited 

(PR & IR)       

Charles Goodwin / Dominic Barretto

Tel: +44 (0) 203 2004 9512

 

 

About Newmark Security plc

 

Newmark is a leading provider of electronic, software and physical security systems that helps organisations protect human capital and provide safe spaces seamlessly and securely.

 

From our locations in the UK and US, we operate through subsidiary businesses positioned in specialist, high-growth markets.

 

We foster an open and inclusive work environment amongst our c.100 employees, serving hundreds of blue-chip customers.

 

Our product portfolio consists of Human Capital Management and Access Control Systems providing both hardware and software and Physical security installations to various sectors.

 

Newmark Security plc is admitted to trading on AIM (AIM:NWT).

 

For more information, please visit: www.newmarksecurity.com

 

 

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

Marie-Claire Dwek

 

 

2

Reason for the notification

a)

Position/status

CEO

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Newmark Security plc

b)

LEI

213800CL2XGDB1YCLM67

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

Cancellation of Options over ordinary shares of 5p each in Newmark Security plc

 

 

 

Identification code (ISIN) for Newmark Security plc ordinary shares: GB00BNYM9W73

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Price

Volume(s)

90p

454,570

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

n/a

n/a

e)

Date of the transaction

11 September 2024

f)

Place of the transaction

Outside a trading venue - cancellation of options

 

 

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

 

Marie-Claire Dwek

CEO

Paul Campbell-White

CFO

Colin Leatherbarrow

MD Grosvenor

Ben Lagden

Commercial Director Grosvenor

Nick Shannon

MD Safetell

 

 

2

Reason for the notification

a)

Position/status

See 1 a) above

b)

 

Initial notification /Amendment

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Newmark Security plc

b)

LEI

213800CL2XGDB1YCLM67

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

Options over ordinary shares of 5p each in Newmark Security plc

 

 

 

Identification code (ISIN) for Newmark Security plc ordinary shares: GB00BNYM9W73

b)

Nature of the transaction

Grant of options

c)

Price(s) and volume(s)

Name

Volume(s)

Marie-Claire Dwek

317,408

Paul Campbell-White

140,930

Colin Leatherbarrow

104,056

Ben Lagden

30,310

Nick Shannon

43,746

 

All exercisable at 5p per Ordinary Share

 

d)

Aggregated information

- Aggregated volume

- Price

 

n/a

n/a

e)

Date of the transaction

11 September 2024

f)

Place of the transaction

Outside a trading venue - grant of options

 

 

 

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