TIDMTMT
RNS Number : 3884G
TMT Investments PLC
25 November 2020
25 November 2020
TMT INVESTMENTS Plc
("TMT" or the "Company")
Shareholder loan
and
Extension and amendment of the Bonus Plan
TMT Investments Plc (AIM: TMT.L), the venture capital company
investing in high-growth technology companies, announces the
following corporate developments.
Zero-interest shareholder loan
As announced on 12 November 2020, following the agreed disposal
of the Company's equity interest in Pipedrive Inc., TMT expects the
receipt of approximately US$41 million (the "Consideration") by the
end of 2020.
TMT notes that the size of the Company's current pipeline of new
proposed investments which, if approved by TMT's formal investment
committee, may be ready to close prior to TMT's receipt of the
Consideration, exceeds the size of the Company's current cash
reserves.
As the Company does not want to slow down its investing
activities and potentially miss attractive investment
opportunities, the Company has entered into a loan agreement with
Macmillan Trading Company Limited ("Macmillan"), for a loan of up
to US$5.0 million (the "Loan"). The Loan, which is unsecured and
incurs no interest or other fees and is repayable any time before
31 December 2021, will allow the Company to continue to make
investments prior to the Consideration being received.
Macmillan is owned by German Kaplun, Artemii Iniutin and
Alexander Morgulchik, who are all part of the Company's senior
management team. Mr Kaplun and Mr Morgulchik are also substantial
shareholders, as defined in the AIM Rules for Companies ("AIM
Rules"), in the Company ("Substantial Shareholders") and hence are
deemed to be related parties pursuant to the AIM Rules.
Accordingly, the Loan represents a related party transaction under
Rule 13 of the AIM Rules. The Directors consider, having consulted
with the Company's Nominated Adviser, Strand Hanson Limited, that
the terms of the Loan are fair and reasonable insofar as the
Company's shareholders are concerned.
Extension of and amendments to the Bonus Plan
As announced on 2 December 2015, with effect from 1 July 2015,
the Company adopted a bonus plan for certain of the Directors,
officers, employees of and/or consultants to the Company and/or any
company directly or indirectly controlled by the Company, the
rationale for such bonus plan being to attract new, and incentivise
existing Directors, consultants and employees ("Plan").
Under the Plan, subject to achieving the hurdle rate, being
equal to a 10% annual increase in the Company's NAV from the value
as of 30 June 2015 of US$41.9 million, participants in the Plan
receive an allocated proportion ("Award") of an annual cash bonus
pool equal to 7.5% of the net increase in the Company's NAV,
adjusted for, inter alia, dividends, issue of new shares, share
buy-backs, above the previous high watermark, being the Company's
highest adjusted NAV prior to the start of the relevant bonus
period (the "Net Increase") (the "Bonus Pool"). In 2018, the
Company extended the Plan for another three years, until 30 June
2021. The Company's current Plan is due to expire on 30 June
2021.
The Board has decided to amend the Plan in order to simplify its
administration by bringing the Bonus Pool into line with the
Company's financial year end of 31 December and accordingly, the
"bonus year-end date" has been amended from 30 June to 31
December.
In addition, the Board believes that given the increase in the
size of the Company and its team since the Plan was first
introduced in 2015, the team's consistent outperformance in growing
the Company's NAV and to bring it more in line with typical
structures within the venture capital sector in which TMT operates,
the quantum of the Bonus Pool should be increased from 7.5% to 10%
of the Net Increase in the Company's adjusted NAV, starting from 1
January 2021.
Accordingly, the Board has approved the extension of the
Company's existing Plan until 31 December 2024, subject to the
following material amendments:
-- The Company's current bonus year (which was due to end on 30
June 2021) will now run from 1 July 2020 to 31 December 2020;
-- The Company's bonus year will then run from 1 January through
to 31 December for each of 2021, 2022, 2023 and 2024; and
-- From 1 January 2021, the annual Bonus Pool will be increased
from 7.5% to 10% of the Net Increase in the Company's adjusted
NAV.
The minimum initial Award allocation of the Bonus Pool among the
predetermined participants of the Plan are also being amended as
follows, which will be effective from 1 July 2020:
% allocation of Bonus
Pool
Name Previous New
Artemii Iniutin (Employee) 18.25% 16.50%
German Kaplun (Employee) 18.25% 16.50%
Alexander Morgulchik
(Employee) 18.25% 16.50%
Alexander Selegenev
(Director) 18.25% 16.50%
Yuri Mostovoy (Director) 5.00% 5.00%
Alexander Pak (Employee) 10.00% 10.00%
Levan Kavtaradze (Employee) 6.50% 8.00%
To be allocated 5.50% 11.00%
Total 100.00% 100.00%
The beneficiaries of the Plan include Alexander Selegenev and
Yuri Mostovoy who are Directors of the Company, and German Kaplun
and Alexander Morgulchik who are Substantial Shareholders and hence
they are deemed to be related parties pursuant to the AIM Rules.
Accordingly, the extension to and amendment of the Plan represents
a related party transaction under Rule 13 of the AIM Rules. The
independent Directors, being James Mullins and Petr Lanin ,
consider, having consulted with the Company's Nominated Adviser
Strand Hanson Limited, that the revised terms regarding the
amendment and extension of the Plan are fair and reasonable insofar
as the Company's shareholders are concerned.
This announcement is inside information for the purposes of
Article 7 of EU Regulation 596/2014.
TMT Investments Plc +44 (0)1534 281 800
Alexander Selegenev (Computershare - Company Secretary)
Executive Director
www.tmtinvestments.com alexander.selegenev@tmtinvestments.com
Strand Hanson Limited (Nominated
Adviser)
Richard Tulloch / James Bellman +44 (0)20 7409 3494
Hybridan LLP (Broker)
Claire Louise Noyce +44 (0)20 3764 2341
Kinlan Communications +44 (0)20 7638 3435
David Hothersall davidh@kinlan.net
About TMT Investments Plc
TMT Investments Plc invests in high-growth technology companies
across a number of core specialist sectors and has a significant
number of Silicon Valley investments in its portfolio. Founded in
2010, TMT has invested in over 60 companies to date and has net
assets of US$101m as of 30 June 2020. The Company's objective is to
generate an attractive rate of return for shareholders,
predominantly through capital appreciation. The Company is traded
on the AIM market of the London Stock Exchange.
www.tmtinvestments.com
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END
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(END) Dow Jones Newswires
November 25, 2020 02:00 ET (07:00 GMT)
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