17th Mar 2025 15:00
17 March 2025
Argentex Group PLC
("Argentex" or the "Group")
Shareholder Circular and Notice of General Meeting
New Long Term Incentive Plan and Employee Share Option Plan
Argentex Group PLC (AIM: AGFX), the global specialist in currency risk management and alternative banking, announces that a circular (the "Circular") is being posted to Shareholders today to convene a general meeting to be held on 2 April 2025 to seek Shareholder approval in connection with the adoption by the Company of a new Long Term Incentive Plan (the "LTIP") for senior management executives and Executive Directors, (collectively the "Senior Executives"). The Company also intends to adopt an Employee Share Option Plan (the "ESOP") to incentivise the Company's wider employee base.
At the time of cancelling the previous Argentex Group Value Creation Plan on 9 October 2024, the Board announced that the Company would look to put in place a more appropriate long-term incentive scheme. Since that time, the Board and the Remuneration Committee have been focused on developing: (i) a new long-term incentive scheme that supports the retention and motivation of the Executive Directors and other Senior Executives to drive the creation of Shareholder value over the long-term; and (ii) an employee share option plan so that other employees are also appropriately incentivised. A number of major Shareholders, representing in excess of 40% of the issued share capital of the Company, have been consulted on the new LTIP and have indicated that they are supportive of the proposal.
Key features of the proposed LTIP
· Awards are to be granted to the Executive Directors and other Senior Executives.
· Aligned to Argentex's strategic plan announced on 2 May 2024.
· Growth share structure based on delivering value to Shareholders above 65 pence, a significant premium to the current price of an Ordinary Share.
· Three tiers of value for holders of the LTIP, payable in Ordinary Shares on exchange of the Growth Shares:
o 10% of Shareholder value created between 65 pence and 100 pence;
o 16.4% of Shareholder value created between 100 pence and 165 pence; and
o 19.5% of Shareholder value created between 165 pence and 350 pence.
· The LTIP will have no value if the price of an Ordinary Share is below 65 pence during the testing period and the LTIP is capped at 350 pence per Ordinary Share.
· Share price testing period over the 60 trading days following release of the Company's audited accounts for the financial year ending 31 December 2028.
· 50% of awards (on an after-tax basis) subject to a further twelve-month holding period.
· 45% and 20% of the LTIP to be granted to the Chief Executive Officer and the Chief Financial Officer respectively.
Further details concerning the proposed LTIP will be set out in the Circular.
Loans to Directors and Related Party Transactions
As the LTIP is being structured as Growth Shares, the Senior Executives will pay the prevailing 'unrestricted market value' for their Growth Shares at the time of issue. The Company has agreed to make interest-free loans available to the Senior Executives to put them in funds for such amounts. The loans will be repaid when the Growth Shares are exchanged for Ordinary Shares or otherwise acquired by the Company in due course.
As Jim Ormonde and Guy Rudolph are Directors, the loans to them to be used to acquire their Growth Shares (the "Director Loans") require the approval of Shareholders at the General Meeting under the Companies Act.
In addition, the issue of Growth Shares to Jim Ormonde and Guy Rudolph and the associated Director Loans are considered to be related party transactions pursuant to the AIM Rules. To the extent that any related party transactions take place, the Independent Directors, having consulted with Singer Advisory LLP, consider the terms of the related party transactions fair and reasonable insofar as the Shareholders are concerned.
Employee Share Option Plan
The Board recognises the importance of ensuring that employees of the Company who will not participate in the LTIP are also effectively and appropriately incentivised. Accordingly, the Company is also asking Shareholders to approve the ESOP, which includes a UK tax-advantaged company share option plan. Further details of the ESOP will be set out in the Circular.
Notice of General Meeting
The adoption of the LTIP, the making of the Director Loans and the adoption of the ESOP are conditional on the passing of the Resolutions at the General Meeting. The General Meeting is to be held at 25 Argyll Street, London W1F 7TU at 10.00 a.m. on 2 April 2025. The purpose of the General Meeting is to seek Shareholder approval of the Resolutions set out in the Notice of General Meeting.
For further information, please contact:
Argentex Group PLC
Jim Ormonde - Chief Executive Officer
Guy Rudolph - Chief Financial Officer
Teneo (Financial PR)
James Macey-White / Victoria Boxall / Rashida Salemahomed
[email protected], 020 7260 2700
Singer Capital Markets (Nominated Adviser and Broker)
Tom Salvesen / James Maxwell / James Todd
020 7496 3000
About Argentex
Argentex (AIM: AGFX) is a global expert in currency risk management and alternative banking. Established in 2012 and headquartered in London, Argentex listed on London's AIM market in mid-2019 and has since added operations in Amsterdam, Dubai and Australia.
Related Shares:
Argentex Group.