TIDMFNTL
RNS Number : 5648J
Fintel PLC
17 August 2023
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014), as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018) ("MAR") prior
to its release as part of this announcement and is disclosed in
accordance with the Company's obligation under Article 17 of those
regulations.
17 August 2023
Fintel plc
("Fintel " or the " Company ", or the "Group" )
Implementation of new long-term incentive plan,
grant of awards and PDMR dealing
Fintel plc (AIM: FNTL) is pleased to announce the implementation
of a new long-term incentive plan, its Growth Share Plan (the
"Plan") and a number of initial grants of awards under the Plan to
certain employees ("2023 Awards")
The current Value Builder Plan
The Company's current Value Builder Plan ("VB Plan") was
intended to operate as an LTIP and be issued annually. The only
award under this plan was announced on 30 November 2021, and no
further awards are to be expected to be made.
Background and rationale to the new Growth Share Plan
The Plan has been designed as a longer term replacement to the
VB Plan, with a scheme that the Remuneration Committee believe to
be more appropriately structured. The Plan includes a wider
participation amongst the senior management at the Company.
It is the view of the Remuneration Committee ("RemCo") that
there is little or no current value in the existing VB Plan, which
therefore renders it ineffective as an incentive mechanism to the
key personnel who have successfully delivered against business
objectives in a challenging macro environment and who collectively
remain responsible for driving future business performance and
delivering against the Company's future strategic objectives.
The new Plan has been subject to an extensive shareholder
consultation process with a number of the Company's largest
shareholders. This exercise provided valuable feedback which has
been considered by RemCo in finalising the terms of the Plan.
The Plan has been designed to deliver a repeatable incentive
structure on which annual awards are expected to be made under the
program as part of a balanced and holistic remuneration review.
The Plan creates a distributable value pot ("Value Pot"), the
size of which is determined as being a proportion of total
shareholder value of the Company comprising the increase in market
capitalisation ("Shareholder Value") above a defined set of hurdles
over a five year performance period.
The size of the Value Pot to be received by the beneficiaries
will be dependent on the average market capitalisation in the first
quarter post following the end of each five year vesting period
(the "Measurement Period"), subject to an individual participant's
continued employment over this subsequent period (or their having
become a "Good Leaver"), including additional behaviour and
delivered performance KPIs for each individual.
The Value Pot for each award under the Plan will be granted at
the discretion of RemCo, with each participant acquiring a fixed
number of partly paid B Shares, C Shares and/or D Shares in an
intermediary holding company, Fintel Group Holdings Limited
(together "Growth Shares"). Subject to continued service, the
Growth Shares on vestiture will be transferable into Fintel shares
to the extent the relevant Value Pot has been earned.
RemCo will have full discretion to amend the terms of the Plan
to take account of, for example, corporate activities such as
acquisitions to ensure the market capitalisation hurdles remain
appropriate.
2023 Awards
On 16 August 2023, the 2023 Awards were allocated under the
Plan. The Measurement Period for the 2023 Awards will be the first
quarter following the end of the five year vesting period to 31
December 2027, being the period from 01 Jan 2028 to 31 March
2028.
The Value Pot under the 2023 Awards is comprised as follows:
Tier Market capitalisation Proportion of Shareholder Total number of
at end of performance Value tranche distributed Growth Shares in
period in Value Pot Growth Share class
Tier 1 Between GBP275m 8% 163 B Shares
and GBP300m
----------------------- --------------------------- --------------------
Tier 2 Between GBP300m 15% 419 C Shares
and GBP400m
----------------------- --------------------------- --------------------
Tier 3 Between GBP400m 20% 418 D Shares
and GBP425m
----------------------- --------------------------- --------------------
Value will only accrue to the beneficiaries within each tier to
the extent that average market capitalisation in the Measurement
Period is above the minimum market capitalisation for that tier.
The return thresholds will exclude dividends paid to
shareholders.
For example, should the average market capitalisation in the
Measurement Period be GBP350 million, the full award under Tier 1
would have accrued, however only half of the maximum award would
become payable within Tier 2. Under this scenario, no value would
accrue to the beneficiaries within Tier 3, as the minimum market
capitalisation threshold of GBP400 million will have not been
achieved.
Should the market capitalisation in the Measurement Period be
greater than GBP425 million, the maximum award for each of the
tiers would be accrued, representing a cumulative value of GBP22
million for delivering at least GBP205 million of shareholder
value, excluding any dividends.
2023 Awards Summary
Base hurdle Tier 1(4) Tier 2 Tier 3
---------------------------------------- ------------ ---------- ---------- ----------
Fintel market capitalisation GBP275m GBP300m GBP400m GBP425m
upper target
---------------------------------------- ------------ ---------- ---------- ----------
Implied share price(1) GBP2.65 GBP2.89 GBP3.85 GBP4.09
---------------------------------------- ------------ ---------- ---------- ----------
Annual growth in market capitalisation
to achieve maximum award within
each tier 4.3% 6.1% 12.4% 13.8%
---------------------------------------- ------------ ---------- ---------- ----------
Award size as at the date Nil GBP2.0m GBP15.0m GBP5.0m
of the performance condition
being achieved(1)
---------------------------------------- ------------ ---------- ---------- ----------
Cumulative award size as at Nil GBP2.0m GBP17.0m GBP22.0m
the date of the performance
condition being achieved(2)
---------------------------------------- ------------ ---------- ---------- ----------
Implied shareholder value c.GBP55m c.GBP80m c.GBP180m c.GBP205m
created over term of plan(5)
---------------------------------------- ------------ ---------- ---------- ----------
Dilution per tranche(2,3) Nil 0.67% 3.58% 0.93%
---------------------------------------- ------------ ---------- ---------- ----------
Cumulative dilution(2,3) Nil 0.67% 4.25% 5.18%
---------------------------------------- ------------ ---------- ---------- ----------
1 Based on the total shares in issuance as at 16 August 2023 of
103,835,333
2 Assuming the whole tranche is awarded and subsisting
3 Calculated using the maximum award size for each tier against
the market capitalisation required to achieve the award
4 Matt Timmins and Neil Stevens as Joint CEOs will not
participate in any award from Tier 1
5 Based on current market capitalisation as at market close on
16 August 2023
2023 Awards Participation
The 2023 Awards include 21 key employees across key personnel
within the business including PLC Board Executive Directors,
Executive committee members, key senior management.
The awards are designed to weight value to the most senior
beneficiaries (i.e. Executive Directors) at the higher tiers (Tier
2 and Tier 3), to appropriate reflect their respective ability to
influence wider business outcomes and therefore probability of
value creation. A proportion of the 2023 Awards remain unallocated
and may be granted at a later date at the discretion of the
Remuneration Committee.
Participation Total
(Number of respective Growth Tier 1 Tier 2 Tier 3
Shares) B Shares C Shares D Shares
2 Joint CEOs 0 190 190 380
CFO 70 82 83 235
18 Other management 83 127 124 334
Unissued (retained) 10 20 21 51
-------
163 419 418 1,000
-------
Related Party Transactions
Awards under the Growth Share Plan have been made to the
following individuals, each of whom is considered a related party
within the meaning of the AIM Rules for Companies by virtue of
being a Board director or a statutory director of a subsidiary
company of the Group. These awards (as detailed below) (the
"Related Party Awards") each constitute a related party
transaction.
Participant Maximum potential
award under
the Growth
Share Plan
------------------------------- ------------------
Matt Timmins (Joint CEO) GBP4.5m
------------------------------- ------------------
Neil Stevens (Joint CEO) GBP4.5m
------------------------------- ------------------
David Thompson (CFO) GBP4.8m
------------------------------- ------------------
John Milliken (Subsidiary GBP1.4m
Director)
------------------------------- ------------------
Kyle Augustin (Subsidiary GBP1.2m
Director)
------------------------------- ------------------
Martin Reynolds (Subsidiary GBP1.2m
Director)
------------------------------- ------------------
Dan Russell (Subsidiary GBP0.8m
Director)
------------------------------- ------------------
Steve Lomax (Subsidiary GBP0.2m
Director)
------------------------------- ------------------
Paul Dagley-Morris (Subsidiary GBP0.2m
Director)
------------------------------- ------------------
The Independent Directors, being Phil Smith, Imogen Joss,
Timothy Clarke (who each also sit on the Remuneration Committee)
and Kenneth Davy, consider, having consulted with the Company's
Nominated Adviser, Zeus Capital Limited ("Zeus") that the Related
Party Awards to the participants in the table above are fair and
reasonable insofar as its shareholders are concerned. It should be
noted that the joint CEOs and CFO will cash fund their crystallised
dry tax charge under the awards. For 2023 this will amount to
c.GBP430k, and represents capital at risk to these executives as
the amounts are non refundable should the targets not be met. The
remaining staff eligible for the plan are also required to pay the
dry tax charge applicable, but will be offered a low cost loan to
fully or partly fund their tax liability.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
Details of the person discharging managerial responsibilities/person
1 closely associated
a) Name Neil Stevens
==================================== =================================
Reason for the notification
2
=======================================================================
a) Position/status Joint Chief Executive Officer
(PDMR)
==================================== =================================
b) Initial notification/Amendment Initial notification
==================================== =================================
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
=======================================================================
a) Name Fintel plc
==================================== =================================
b) LEI 213800DXP1VY21GCTH04
==================================== =================================
Details of the transaction(s): section to be repeated
4 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 Growth Shares in Fintel Group
instrument, type of instrument Holdings Limited
Identification Code
ISIN: GB00BG1THS43
==================================== =================================
b) Nature of the transaction Grant of Growth Shares
==================================== =================================
c) Price(s) and volume(s) Price(s) Nil
Volume(s)
95 C Shares
95 D Shares
==================================== =================================
d) Aggregated information N/a - single transaction
==================================== =================================
e) Date of transaction 1 6 August 2023
==================================== =================================
f) Place of transaction Outside a trading venue
==================================== =================================
Details of the person discharging managerial responsibilities/person
1 closely associated
a) Name Matthew Timmins
==================================== =================================
Reason for the notification
2
=======================================================================
a) Position/status Joint Chief Executive Officer
(PDMR)
==================================== =================================
b) Initial notification/Amendment Initial notification
==================================== =================================
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
=======================================================================
a) Name Fintel plc
==================================== =================================
b) LEI 213800DXP1VY21GCTH04
==================================== =================================
Details of the transaction(s): section to be repeated
4 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 Growth Shares in Fintel Group
instrument, type of instrument Holdings Limited
Identification Code
ISIN: GB00BG1THS43
==================================== =================================
b) Nature of the transaction Grant of Growth Shares
==================================== =================================
c) Price(s) and volume(s) Price(s) Nil
Volume(s)
95 C Shares
95 D Shares
==================================== =================================
d) Aggregated information N/a - single transaction
==================================== =================================
e) Date of transaction 1 6 August 2023
==================================== =================================
f) Place of transaction Outside a trading venue
==================================== =================================
Details of the person discharging managerial responsibilities/person
1 closely associated
a) Name David Thompson
==================================== =================================
Reason for the notification
2
=======================================================================
a) Position/status Chief Financial Officer (PDMR)
==================================== =================================
b) Initial notification/Amendment Initial notification
==================================== =================================
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
=======================================================================
a) Name Fintel plc
==================================== =================================
b) LEI 213800DXP1VY21GCTH04
==================================== =================================
Details of the transaction(s): section to be repeated
4 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 Growth Shares in Fintel Group
instrument, type of instrument Holdings Limited
Identification Code
ISIN: GB00BG1THS43
==================================== =================================
b) Nature of the transaction Grant of Growth Shares
==================================== =================================
c) Price(s) and volume(s) Price(s) Nil
Volume(s)
70 B Shares
82 C Shares
83 D Shares
==================================== =================================
d) Aggregated information N/a - single transaction
==================================== =================================
e) Date of transaction 1 6 August 2023
==================================== =================================
f) Place of transaction Outside a trading venue
==================================== =================================
For further information please contact:
Fintel plc via MHP Group
Matt Timmins (Joint Chief Executive
Officer)
Neil Stevens (Joint Chief Executive
Officer)
David Thompson (Chief Financial
Officer)
Zeus (Nominated Adviser and
Joint Broker)
Martin Green
Dan Bate
Kieran Russell +44 (0) 20 3829 5000
Investec Bank (Joint Broker)
Bruce Garrow
David Anderson
Harry Hargreaves +44 (0) 20 7597 5970
MHP Group (Financial PR) +44 (0) 20 3128 8147
Reg Hoare Fintel@mhpgroup.com
Robert Collett-Creedy
Notes to Editors
Fintel is the UK's leading fintech and support services business,
combining the largest provider of intermediary business support,
SimplyBiz, and the leading research, ratings and Fintech business,
Defaqto.
Fintel provides technology, compliance and regulatory support
to thousands of intermediary businesses, data and targeted
distribution services to hundreds of product providers and
empowers millions of consumers to make better informed financial
decisions. We serve our customers through three core divisions:
The Intermediary Services division provides technology, compliance,
and regulatory support to thousands of intermediary businesses
through a comprehensive membership model. Members include directly
authorised IFAs, Wealth Managers and Mortgage Brokers.
The Distribution Channels division delivers market Insight
and analysis and targeted distribution strategies to financial
institutions and product providers. Clients include major Life
and Pension companies, Investment Houses, Banks, and Building
Societies.
The Fintech and Research division (Defaqto) provides market
leading software, financial information and product research
to product providers and intermediaries. Defaqto also provides
product ratings (Star Ratings) on thousands of financial products.
Financial products are expertly reviewed by the Defaqto research
team and are compared and rated based on their underlying features
and benefits. Defaqto ratings help consumers compare and buy
financial products with confidence.
For more information about Fintel, please visit the website:
www.wearefintel.com
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END
MSCDGGDIBGBDGXL
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August 17, 2023 02:00 ET (06:00 GMT)
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