24th Nov 2008 07:00
24 November 2008
ServicePower Technologies PLC
("ServicePower" or the "Company")
General meeting to approve the adoption of a new option plan
ServicePower (AIM: SVR) announces that it has today posted a circular to shareholders convening a general meeting to approve the adoption of a new option plan ("New Plan"). The general meeting will be held at 11 a.m. on 11 December, 2008 at the offices of KBC Peel Hunt Limited at 111 Old Broad Street, London EC2N 1PH.
The Company announced on 30 July 2008 that it intended to introduce a new share option plan in order to update the Company's share incentive arrangements in line with current market practice and further incentivise directors and employees of the Company. The New Plan is drafted to take account of the different requirements which apply to the grant of tax-favoured Enterprise Management Incentives to UK employees and the grant of tax-favoured Incentive Stock Options ("ISO") to US employees. The Company's ten year authority to operate its existing schemes will expire at the end of March 2010.
A detailed summary of the terms of the New Plan can be found in the circular to shareholders. Key features of the New Plan include:-
participants will have rights to acquire shares normally at a price equal to the market value of the shares at the grant date, subject generally to continued employment and achievement of performance targets.
options will not normally be exercisable until at least two years following the date of grant, or such other date as the directors shall determine at the date of grant;
the New Plan will be subject to an 11.2 per cent dilution limit which applies to all shares issued or remaining issuable pursuant to options and awards granted to employees under the Company's share plans over a rolling ten year period;
in addition, for US law reasons, the New Plan will also be subject to a limit of 4,000,000 shares over which ISOs may be granted and a limit of 11.2 per cent of the issued ordinary share capital of the Company from time to time over which options may be granted to employees resident in California (together, the "US Limits"). Any options granted which are subject to the US Limits and which then lapse will no longer count towards the US Limits and the shares previously subject to such lapsed options will again be available for grant, as ISOs or to employees resident in California, as appropriate, subject to the US Limits; and
the Company may use new shares, treasury shares and shares purchased in the market to satisfy options.
Initial Grants under the New Plan
It is proposed that options with an exercise price of 5p per share (to reflect the price paid by investors in the recent placing) are granted to UK participants who were employed at the time of the Placing (the "Placing Grants").
The performance target for the Placing Grants will be a share price growth target, measuring growth in the Company's share price following the second anniversary of the grant date, with full vesting if the share price reaches 10p over three consecutive dealing days. Options granted as part of the Placing Grants will normally be exercisable in two equal tranches, half when the performance target is met and the other half one year later.
It is proposed that Mark Duffin be granted 10,000,000 options under the Placing Grants of the New Plan. In consideration for the grant of options under the Placing Grants, Mark Duffin has agreed to surrender 3,000,000 options granted by the existing schemes.
It is also proposed that an additional 2,933,596 options are granted to other UK participants under the Placing Grants. In consideration for the options under the Placing Grants, UK participants have agreed to surrender 1,033,534 options allotted under the existing schemes.
In addition to the Placing Grants, certain existing US participants will receive 2,769,596 options under the New Plan. Such grants will be made at market price. In consideration for the grant of such options under the New Plan, those US participants have agreed to surrender 264,785 options allotted under the existing schemes.
Exercise and Lapse of Options
An Option may not normally be exercised before the second anniversary of the date of grant (or such other date as the Directors shall determine) and may be subject to exercise in tranches. An Option may not in any event be exercised after the day immediately preceding the tenth anniversary of the date of grant or such earlier time as may be specified at the date of grant.
If a participant leaves employment within the Group by reason of injury, ill-health, disability, redundancy, retirement or because the business or company for which he works is sold outside the Group, he may exercise his Option within 6 months of the date of leaving normally over such number of shares as were vested shares at the time of leaving (subject to the Directors' discretion to allow exercise over a greater proportion of the shares).
If a participant dies, his personal representatives may exercise his Option within 12 months of the date of death normally over such number of shares as were vested shares at the date of death (subject to the Directors' discretion to allow exercise over a greater proportion of the shares). If the participant leaves the Group for any other reason, his Option will lapse unless and insofar as the Directors determine otherwise.
Options granted to the CEO, Mark Duffin, shortly following the Company's placing on AIM, will be subject to slightly different terms if he leaves, to reflect his contribution since joining the Company. If Mark Duffin leaves for any reason, he will be entitled to exercise his Option over at least one third of the shares for each year of service he has completed since he joined the Company.
For further information, please contact:
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SERVICEPower Technologies PLC |
KBC Peel Hunt Ltd |
ICIS Limited |
|
Tel: +1 410 571 6333 |
Tel: 020 7418 8900 |
Tel: 020 7651 8688 |
|
Mark Duffin, Executive Director |
Matt Goode / Oliver Stratton |
Tom Moriarty |
|
Adele Oliver, Vice-President Marketing |
Oliver Stratton |
Bob Huxford |
About SERVICEPower
SERVICEPower, currently publicly traded on the AIM market operated by the London Stock Exchange (AIM:SVR), allows companies to locate their employed field resources in the right geography, ensure they have the right mix of skills, and outside this geography create a network of independent, authorised service contractors whose costs are efficiently managed by our sophisticated warranty management software. The schedules and routes for both the employed field resources and the independent servicers are optimised by SERVICEPower's technology to ensure the right balance between the cost of operations and ensuring customers receive a superior service experience.
Related Shares:
SVR.L