The rules of the GVC Holdings plc 2015 Long Term Incentive Plan (“2015 LTIP“) were approved by shareholders on 15 December 2015. Pursuant to the terms as disclosed on pages 325 to 329 of the Prospectus published by the Company on 13 November 2015 (“Prospectus“), GVC today announces the following grants of share options under the rules of the 2015 LTIP (“Options“).
Following the grant of the Options listed below, no further Options will be granted to Kenneth Alexander, Lee Feldman, Richard Cooper and Norbert Teufelberger under the 2015 LTIP.
Defined terms used but not defined in this announcement have the meanings set out in the Prospectus.
Details of the Options are shown below:
Date of grant: 2 February 2016
Exercise price: £4.22 / £4.67 (see further details below)
Securities: Ordinary shares of €0.01 each in the Company (“Shares“)
Quantum and terms of the Options are shown below:
Kenneth Alexander: Chief Executive Officer, granted an Option over 8,798,075 Shares, with an exercise price of £4.22 per Share.
Richard Cooper: Chief Financial Officer, granted an Option over 4,399,037 Shares, with an exercise price of £4.22 per Share.
Lee Feldman: Chairman, granted an Option over 4,399,037 Shares, with an exercise price of £4.67 per Share.
The exercise price of £4.22 in respect of the grants to Messrs Alexander and Cooper is as set out in the Prospectus. 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). 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.
The Options will vest and become exercisable subject to the satisfaction of a performance condition, as to one ninth six months after the date of grant, with one ninth vesting in each subsequent quarter, so that all of the Shares subject to the Options shall have vested 30 months from the date of grant. The Options will lapse, if not exercised, on 2 February 2026.
The performance condition applying to the Options is comparator total shareholder return (“TSR“) of the Company against the FTSE 250. Each ninth of the Shares subject to the Options will have its TSR condition reviewed from the date of grant until the relevant vesting date. To the extent the TSR condition is not met at that time then it shall be tested in the next quarter and, if necessary, at the end of the 30 month vesting period. In order to vest, the TSR of the Company must rank at median or above against the FTSE 250.
Norbert Teufelberger: Non-Executive Director, granted an Option over 200,000 Shares, with an exercise price of £4.22 per Share.
Norbert Teufelberger’s Option will not be subject to a performance condition. One seventh of the Option will vest and become exercisable six months after the date of grant, with a seventh of the Option vesting in each subsequent quarter, so that all of the Shares subject to the Option shall have vested on the second anniversary of the date of grant. The Option will lapse, if not exercised, on 2 February 2026.
For further information:
|GVC Holdings PLC|
|Kenneth Alexander, Chief Executive||+44 (0) 1624 652 559|
|Richard Cooper, Group Finance Director|
|David Rydell, James Newman, Anna Legge, Laura Jacques||Tel: +44 (0) 20 3772 2500|
About GVC Holdings PLC
GVC Holdings PLC is a leading e-gaming operator in both b2c and b2b markets. GVC has four main product verticals and its core brands are CasinoClub, Betboo, Sportingbet, bwin, partypoker, partycasino and FoxyBingo. GVC acquired bwin.party digital entertainment plc on 1 February 2016. The Group is headquartered in the Isle of Man and has licenses in Austria, Belgium, France, Italy, Denmark, Germany (Schleswig-Holstein) Spain, Malta, Denmark, UK, South Africa, and the Dutch Caribbean.
Further information on the Group is available at www.gvc-plc.com