As at 19 September 2018, notifiable shareholdings including CFD positions were:
|Shares owned by other investors|
|Aberdeen Standard Investments||53,151,217||9.18%|
|Old Mutual Global Investors||29,459,946||5.09%|
|Total of +3% holdings||178,762,365||30.89%|
|Shares owned by directors and related parties||3,401,259||0.59%||*|
|Total shares in issue||578,711,579||100%|
The 2015 LTIP was approved by shareholders on 15 December 2015. Its rules are summarised on pages 325 to 329 of the prospectus published on 15 November 2015. The key terms of the scheme are:
- The total number of options allowed to be granted cannot exceed 10% of the issued share capital at the time of grant
- The options attract a dividend credit
- The grant price cannot be less than the market value of the shares at the time of grant
- Performance conditions apply – a comparator of TSR against the FTSE250
- The scheme has a 10 year life
On 1 May 2018, the following awards were outstanding:
|Grant price||Number of options currently unvested||Vesting conditions|
|Kenneth Alexander||£4.22||977,564||Vests on 2 August 20187|
|Paul Miles (1)||£4.22||38,889||as above|
|Lee Feldman (2)||£4.67||488,782||as above|
1. The Company has granted this option under the exemption to Listing Rule 9.4.1 contained in Listing Rule 9.4.2 (2). The rules governing the option are identical to the rules of the GVC 2016 Management Incentive Plan (“MIP”) except in respect of the latter’s eligibility provision and the rules of the MIP are identical to the 2015 LTIP practically in all key respects.
2. Due to certain limitations associated with the grant of options to individuals subject to U.S. federal income taxes, Lee Feldman’s Option is granted at a higher exercise price which represents the market value of the Shares as of the date at which the scheme became effective, being, £4.67. In order to compensate Lee Feldman for the higher exercise price, the Company has agreed to pay him a cash bonus of £1,979,567 (being £4.67 less £4.22 multiplied by 4,399,037 (the original number of shares under option)). This cash bonus is to be paid over the 30-month vesting period of the option, but only upon vesting and satisfaction of the performance condition described below. Mr Feldman has agreed to invest 50% of the after tax proceeds of the bonus in Shares.
3. 2017 LTIP
The GVC 2017 Long Term Incentive Plan (“LTIP”) was approved by shareholders at the General Meeting held on 14 December 2017. The following award were granted to Executive Directors in 2017:
Number of Shares subject to an award
The awards will normally vest on 28 December 2020 being the third anniversary of the Award Date subject to the satisfaction of the relative Total Shareholder Return (50%) and the cumulative Earning Per Share (50%) performance conditions.
Further information on the 2017 LTIP can be found in the Company’s EGM circular dated 21 November 2017 and in the Directors’ Remuneration Report contained in the 2017 Annual Report, both of which can be found here.
Paul Miles retired as a Director of GVC Holdings Plc on 29 March 2018.
Paul will remain an employee until 30 September 2018, during which time he will work on a variety of strategic and integration projects and undertake an orderly handover and transition of responsibilities.
The Remuneration Committee has determined that the following arrangements were fair and reasonable, consistent with the Directors’ Remuneration Policy and in line with Paul’s contractual entitlements.
- Paul will receive on termination a payment in lieu of notice equal to 12 months’ salary
- Paul remains eligible to receive an annual bonus in respect of 2018, albeit pro rata for the period of service.
- Paul will be conferred eligible leaver status to allow him to retain his unexercised long term incentive award post his termination. This award will continue to vest over the original vesting period i.e. there is no acceleration of vesting, and the award will remain subject to a) malus (i.e. the potential claw-back of any unvested element), b) the future satisfaction of performance measures and c) time apportionment based on service.
In the GVC Holdings PLC 2017 annual report on page 62 in the “Single figure remuneration table” there is an error in the “Annual variable remuneration” column and the quantum paid to Paul Miles for 2017. The figure of €401,000 in the table is incorrect, because it did not pro-rate the annual bonus actually paid to Paul Miles and he actually received €344,000. This will be corrected in the 2018 annual report.
As the Company is incorporated in the Isle of Man, the rights of shareholders may vary from those of a UK incorporated company. Details on those rights is shown in the Company’s articles which can be found elsewhere on this website. A summary of the shareholder rights, and Isle of Man corporate law, is included in page 254 (part 10, paragraph 5) of the Prospectus published in February 2018.
As a company traded on the London Stock Exchange and incorporated in the Isle of Man, GVC Holdings PLC is subject to the UK City Code on Takeovers and Mergers.
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