11th May 2011 15:13
11 May 2011
bwin.party digital entertainment plc
("bwin.party" or the "Company")
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons
bwin.party has today awarded units in the Company's Bonus Banking Plan ("BBP") and Value Creation Plan ("VCP") to the directors of the Company listed below. The BBP and VCP were both approved by bwin.party shareholders at the Company's extraordinary general meeting held on 28 January 2011 (the "EGM"). Full details of the BBP and VCP were set out in the Company's shareholder circular (incorporating the notice of the EGM) and prospectus published on 23 December 2010 (available on the Company's website, www.bwinparty.com.).
Bonus Banking Plan
The following directors have been conditionally granted an award of units under the BBP:
Name | Position | Number of BBP Units | Maximum annual contribution as a percentage of basic annual salary/fee |
Jim Ryan | Co-CEO | 1,118,623 | 300% |
Norbert Teufelberger | Co-CEO | 1,118,623 | 300% |
Manfred Bodner | Chairman of the Integration Committee | 1,040,320 | 300% |
Joachim Baca | COO | 798,883 | 250% |
Martin Weigold | CFO | 798,883 | 250% |
No payment has been made for the grant of these awards and the BBP units have no value at grant. Each director has been given a BBP account into which contributions may be made by the Company after the end of each financial year ending 31 December 2011, 2012 and 2013 and these contributions may be converted into cash and bwin.party ordinary shares. The level of contributions to each BBP account are subject to the satisfaction of annual Clean EBITDA* thresholds for the Company and the achievement of annual personal objectives, both set by bwin.party's Remuneration Committee, as well as the number of BBP units held by each director and the maximum contribution limits set out in the table above. The Remuneration Committee will provide full disclosure in each annual directors' remuneration reportof the relevant Clean EBITDA targets, the actual level of performance, the size of the resulting bonus pool and the values of payments and BBP account balances for each director.
The directors will be entitled to an annual payment of half of the balance of their BBP account after the end of each year. All balances not paid will be deferred into a conditional entitlement to a number of bwin.party shares by reference to the market value of a bwin.party share at the end of the relevant financial year, and held in the director's BBP account. Where the minimum Clean EBITDA threshold is not achieved in any year then 50 per cent. of the balance in the director's BBP account will be forfeited. On the fourth anniversary of the BBP the directors will receive the balance of their BBP account.
* Clean EBITDA is defined as earnings before interest, tax depreciation, amortisation, the provision for costs associated with the non-prosecution agreement with the United States Attorney's Office for the Southern District of New York, reorganisation costs, impairment losses, merger and acquisition costs and non-cash charges relating to share-based payments.
Value Creation Plan
The following directors have been conditionally granted an award of units under the VCP:
Name | Position | Number of VCP Units | Percentage of total number of VCP units |
Jim Ryan | Co-CEO | 100,000 | 10% |
Norbert Teufelberger | Co-CEO | 100,000 | 10% |
Manfred Bodner | Chairman of the Integration Committee | 100,000 | 10% |
Joachim Baca | COO | 100,000 | 10% |
Martin Weigold | CFO | 100,000 | 10% |
No payment has been made for the grant of these awards and the VCP units have no value at grant.
The VCP has a three year performance period (year ending 31 December 2011, 2012 and 2013) and the VCP units entitle the directors to share in 4 per cent. of the total value created for shareholders in excess of an annual hurdle at a series of measurement dates (the "VCP Pool").
The level of value created for bwin.party shareholders will be determined by reference to the appreciation in the Company's share price, the amount of dividends paid and share buy backs (absolute total shareholder return). The shareholder value created at each measurement date will be calculated using the average share price over the 30-day period prior to the relevant measurement date. The annual hurdle will be the higher of (i) the average 30-day share price prior to the start of the relevant year (or previous measurement date if this is higher than at the start of the relevant year); and (ii) 10 per cent. compounded annually from the initial price. The initial price for determining the level of value required at the first measurement date is £1.5152 per bwin.party share, being the average share price of bwin.party shares for the 30-day period immediately prior to the grant of the VCP units.
At each measurement date each director will receive an entitlement to bwin.party shares (in the form of a nil-cost option or conditional shares) with a value equivalent to 10 per cent. of the VCP Pool created in respect of that measurement date. Any share entitlement will not become exercisable until the end of the third year of the VCP when 50 per cent. of the shares are exercisable, with the balance exercisable one year later.
Contact
Robert Hoskin +350 200 78700
Company Secretary
bwin.party digital entertainment plc
Related Shares:
BPTY.L