Kingswood Holdings Limited (LON:KWG)

Kingswood Holdings Limited (LON:KWG)


Share Price
9.10 p
Change
0 (0.00 %)
Market Cap
£14.77 m
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Kingswood Holdings Limited RNS Release

Long Term Incentive Plan Awards


RNS Number : 5497Y
Kingswood Holdings Limited
09 May 2019
 

9 May 2019

 

KINGSWOOD HOLDINGS LIMITED

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

 

Long Term Incentive Plan Awards

 

Kingswood Holdings Limited (AIM: KWG), trading as Kingswood, the integrated wealth management group, is pleased to announce the granting of Long Term Incentive Plan 2019 ("2019 LTIP") awards to Directors of the Company, recent additions to the team and select team members in order to align them with the delivery of future long term goals (the "Awards"). Kingswood is committed to an employee ownership model and earlier this year rolled out a new organisation and title structure, culminating in the creation of the first group of Managing Directors and Partners in the firm.

The 2019 LTIP has been established to incentivise Board members and staff to reinforce shareholder value over the long term.

 

Director Awards

 

The following Awards under the 2019 LTIP are options over ordinary shares of the Company with an exercise price of 5 pence and were granted to certain Directors of the Company (the "LTIP Directors") on [9] May 2019 (the "Director Awards"). The LTIP Directors currently hold no other share options in the Company.

 

 

Name

Role

Number of options granted under the Award

Exercise Price

(p)

Vesting Date

Gary Wilder

Chief Executive Officer

5,000,000

5.0

09/05/2022






Graydon Butler

Chief Operating Officer

3,000,000

5.0

09/05/2022

Buzz West

Non-Executive Chairman

3,000,000

5.0

09/05/2022

Jonathan Massing

Non-Executive Deputy Chairman

5,000,000

5.0

09/05/2022

David Hudd

Non-Executive Director

1,500,000

5.0

09/05/2022

 

These Director Awards are subject to a three-year performance period followed by a holding period of two years and are further subject to claw back and malus provisions. The Director Awards are linked to the Group's growth measured against performance targets summarised below:

 

50 per cent of the Director Award is subject to the Group achieving the following EBITDA targets:

Performance period

EBITDA target

% of EBITDA element vesting

FY19

£2.5m

33.3

FY20

£4.0m

33.3

FY21

£5.4m

33.3

 

The EBITDA element of the Director Award is also conditional on the Company's share price being not less than 18.9 pence per share (200 per cent. of 20 day average closing mid price prior to grant of the Director Awards) at the end of the three year performance period.

The remaining 50 per cent of the Director Award is subject to achieving the following total shareholder return ("TSR") target (20 day average closing mid price at the end of the third year adjusted for any other shareholder returns):

Performance tier

Share price at 31/12/21

% of TSR element vesting

Below threshold

<50p

0%

Threshold

50p

70%

Maximum

60p

100%

Between threshold and maximum

Between 50p and 60p

70-100% pro-rata on a straight line basis

 

These Director Awards represent 10.9 per cent of the current issued share capital of the Company.

 

Buzz West, Chairman, Kingswood, said: "The 2019 LTIP has been established to ensure that the incentivisation of the Company's Board is effective and fair and motivates the Directors to deliver success for the Group, its shareholders and employees over the long term". 

 

Related party transaction

 

The LTIP Awards to each of the LTIP Directors are considered a related party transaction pursuant to rule 13 of the AIM Rules. Accordingly, Jonathan Freeman who is an independent director for the purposes of the LTIP Awards, considers, having consulted with finnCap Ltd, the Company's Nominated Adviser, that the terms of the LTIP Awards are fair and reasonable insofar as shareholders are concerned.

 

 

Senior Management Awards

 

A further 8,750,000 awards have been made to members of senior management, with a vesting date of 31 December 2021, three-year performance period, two-year holding period, claw back and malus provisions, bringing the total awards made to senior management to 19,100,000 awards under this scheme.

 

Depending on the recipient of the awards, some will be subject to Group target EBITDA and TSR performance conditions (as above), with the remainder subject to Group target EBITDA targets (as above) and individual portfolio targets (including Assets Under Management / Assets Under Administration, revenue and profit).

 

To date, including the Director Awards, a total of 36,600,000 awards have been made under the 2019 LTIP, representing 22.8% of the Company's issued share capital.

 

Buzz West, Chairman, Kingswood, said: "The Remuneration Committee is keen to ensure that the rewards of the Company's senior team are structured to ensure that they will be effective, fair and motivate them to deliver success for the Group, its shareholders and employees over the long term". 

 

The information below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.

 

For further details, please contact:

 

Kingswood Holdings Limited

 

+44 (0)20 7293 0730

Gary Wilder / Patrick Goulding

 

www.kw-wealth.com

finnCap Ltd (Nomad and Broker)  

+44 (0)20 7220 0500

Ed Frisby / Scott Mathieson / Anthony Adams (Corporate Finance)

Tim Redfern / Richard Chambers (ECM)

 


Greentarget (for media)     

+44 (0)20 7324 5480

Jamie Brownlee         


 

 

 

About Kingswood                                        

Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG) integrated wealth management group, with more than 4,500 active clients and c.£2 billion of Assets Under Management and Advice. It has a growing network of offices in the UK including London, Manchester, Cheltenham, Maidstone, Worcester, Beverley and Abingdon, and an office in Johannesburg, South Africa.

 

Kingswood offers a portfolio of services to its clients, which range from private individuals to some of the UK's largest universities and institutions, including investment advice and management, personal and company pensions, wealth planning, and stockbroking.  Kingswood is focused on becoming a leading player in the wealth management market through targeted acquisitions in the UK, with the ultimate goal of creating a global business through strategic partnerships and its ambition is to gain a foothold in the US market in the near future.

 



 

 

 

1.

Details of the Person discharging managerial responsibilities ("PDMR") / person closely associated with them ("PCA")

a)

Name

Gary Wilder

Graydon Butler

Kenneth "Buzz" West

 

Jonathan Massing

Jonathan Freeman

David Hudd

2.

Reason for the notification

a)

Position / status

Gary Wilder

Chief Executive Officer

Graydon Butler

Chief Operating Officer

Kenneth "Buzz" West

Non-Executive Chairman



Jonathan Massing

Non-Executive Deputy Chairman

David Hudd

Non-Executive Director

b)

Initial notification / amendment

Initial notification

3.

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

a)

Name

Kingswood Holdings Limited

b)

Legal Entity Identifier

213800DX97OROHY26686

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

Options over ordinary shares of 5 pence each in the Company

 

b)

Nature of the transaction

Award of options under the 2019 LTIP

c)

Price(s) and volume(s)

Name

Price(s)

Volume(s)

Gary Wilder

5p

5,000,000

Graydon Butler

5p

3,000,000

Kenneth "Buzz" West

5p

3,000,000

Jonathan Massing

5p

5,000,000

David Hudd

5p

1,500,000

d)

Aggregated information

-     Aggregated volume

-     Aggregated price

 

 

5p exercise price

e)

Date of the transaction(s)

[9] May 2019

f)

Place of the transaction

London Stock Exchange, AIM

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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