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National Milk Records

National Milk Recrds - Executive Bonus Plan and Grant of Options

RNS Number : 1423I
National Milk Records PLC
10 December 2020
 

10 December 2020

National Milk Records plc

("NMR", the "Company", or, together with its subsidiaries, the "Group")

Executive Bonus Plan and Grant of Options

 

The Remuneration Committee of National Milk Records plc, the leading supplier of dairy and livestock information services (AQSE: NMRP), is pleased to announce that it has awarded Andy Warne, Managing Director, and Mark Frankcom, Finance Director (together, the "Executives"), option grants pursuant to the NMR Executive Bonus Plan 2021 (the "Plan").  

 

The Plan is applicable to the Executives and has been put in place to enable the Board to continue to incentivise senior management in a manner that is closely aligned with the interests of NMR's shareholders. In line with its obligations under the QCA Code, the Remuneration Committee has consulted with major shareholders on the Plan, who have provided feedback.

 

Plan Overview

 

A summary of the key features of the Plan is set out below:

·      The Executives may be granted options over ordinary shares of 0.25p each in the capital of the Company ("Shares") pursuant to the Plan ("Options")

·      The Options will vest subject to certain performance criteria

·      The number of Options to be granted to each Executive will be calculated by reference to a percentage of their base salary in that financial year

·      Once exercised, the option shares must be held for a further two years, or such shorter period as the Company may in its discretion determine

·      The number of Shares issued pursuant to the Plan shall not exceed 1.75% of the issued share capital in the Company at the date of grant

·      The Option awards are at the discretion of the Board.

 

Option Awards

·      The Executives have been awarded Options over up to 351,433 Shares pursuant to the Plan (the "Awards").

·      The Options have an exercise price of £0.10 and will vest subject to the meeting of performance criteria as set out below.

·      The value of the Ordinary Shares for the purposes of Award calculation is £1.025, being their value as at market close on 09 December 2020.

·      The Options will vest at the end of the performance period, being the accounting period ending 30 June 2021.

 

Performance Criteria

 

The performance target shall be achieving EBITDA of the Company of £2.0 million (excluding the cost of the Plan) for the year ending 30 June 2021. The Options issued will be determined per the below:

·      If EBITDA of less than £1.7 million is achieved, the Options will not vest.

·      Between £1.7 million and £2.0 million, the Executives will only be eligible to exercise their Options in respect of a reduced number of Shares. The  Executives will receive a number of Shares which, at the date of grant, had a value equal to a defined percentage of their base salary but that percentage is reduced by a specified amount for every 1% by which the EBITDA is below the £2.0 million target.

·      If EBITDA of £2.0 million is achieved, the Executives will be eligible to exercise Options over Shares which had a value at the grant date equal to a defined percentage of their base salary. The performance criteria applicable to certain individuals may include achievement of specific business objectives, subject also to achievement of £2.0 million EBITDA. Again, achievement of any such business objective will result in that Executive becoming eligible to exercise Options over Shares with a grant date value equal to a defined percentage of base salary.

·      Above £2.0 million and up to £2.4 million, as above the Executives will be eligible to exercise Options over Shares which had a value at the grant date equal to a defined percentage of their base salary, and that percentage will increase by a specified amount for every 1% increase in EBITDA above £2.0 million.

·      Between £2.4 million and up to £3.0 million, as above the Executives will be eligible to exercise Options over Shares which at the grant date had a value equal to a defined percentage of their base salary. That percentage will increase by a specified amount for every 1% in EBITDA above £2.0 million up to £2.4 million, and again for every 1% in EBITDA above £2.4 million and up to £3.0 million.

·      Above £3.0 million there will be no further vesting of Options.

The table below details the relevant percentages for each Executive to be used to determine the grant value.

Percentage of target achieved

85% or more but less than 100%

100%

100-120%

120-150%

Equates to an EBITDA of:

£1.7 - £2.0 million

£2.0 million

£2.0 - £2.4 million

£2.4 - £3.0 million

Percentage of salary used to determine award value - Andy Warne

80% of base salary less 1% for each 1% of EBITDA below £2.0 million

80% of base salary

The previous, plus a further 0.75% of base salary for every 1% in EBITDA above £2.0 million

The previous, plus a further 1.5% of base salary for every 1% above £2.4 million and up to £3.0 million

Percentage of salary used to determine award value - Mark Frankcom

40% of base salary less 0.5% for each 1% of EBITDA below £2.0 million

 

 

40% of base salary

 

40% of base salary to the extent that Microsoft Dynamics has been successfully implemented by 30 June 2021 (as determined by the Remuneration Committee), including the introduction of invoicing in arrears for milk recording services

 

 

 

The previous, plus a further 0.5% of base salary for every 1% in EBITDA above £2.0 million

The previous, plus a further 1.25% of base salary for every 1% above £2.4 million and up to £3.0 million

 

The Board believes that the performance criteria attaching to the Awards are a fair measure of value creation and align the Executives' interest with those of shareholders.

 

The Executives hold additional options in the Company pursuant to both the 2017 Unapproved Share Option Plan and the 2017 Approved Share Option Plan. Both schemes vest over 3 years and have no performance conditions attached. Further information on these schemes can be found in the Company's 2020 Annual Report.

 

 

For further information please contact

National Milk Records plc

Andy Warne, Managing Director

Mark Frankcom, Finance Director

 

 

andywa@nmrp.com

markfr@nmrp.com

 

Canaccord Genuity

Adam James

Georgina McCooke

 

+44 20 7523 8000

Blytheweigh (Financial PR)

Megan Ray

Rachael Brooks

+44 20 7138 3204

 

The Directors of NMR are responsible for the contents of this announcement. 

About NMR

NMR is the leading supplier of essential management information to the UK dairy supply chain. Through a team of self-employed milk-recorders, it collects and tests milk samples for approximately 50% of the UK's two million cows. In addition, its laboratories provide payment testing and disease testing services for Britain's milk processors. NMR has a joint-venture laboratory in the Republic of Ireland providing similar services to farmers and processors across the whole of Ireland. Another division of the Group is a livestock traceability business, Nordic Star, which services the UK dairy and beef sectors.

 

 

 

 

 

 

 

 

 

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Andrew Warne

2

Reason for the notification

a)

Position/status

Managing Director

b)

Initial notification /Amendment


Initial

3

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

a)

Name

National Milk Records plc

b)

LEI

213800WRKB3WOUGNGN83

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, type of instrument
Identification code


Ordinary Shares



ISIN: GB00B5TWCQ18

b)

Nature of the transaction

Grant of Options pursuant to the Plan

c)

Price(s) and volume(s)

Up to 211,470

Grant Price £1.025

d)

Aggregated information
- Aggregated volume
- Price

n/a - single transaction

e)

Date of the transaction

10 December 2020

f)

Place of the transaction

AQSE Growth Market

   

 

 

 

 

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Mark Frankcom

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification /Amendment


Initial

3

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

a)

Name

National Milk Records plc

b)

LEI

213800WRKB3WOUGNGN83

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, type of instrument
Identification code


Ordinary Shares



ISIN: GB00B5TWCQ18

b)

Nature of the transaction

Grant of Options pursuant to the Plan

c)

Price(s) and volume(s)

Up to 139,963

Grant Price £1.025

d)

Aggregated information
- Aggregated volume
- Price

n/a - single transaction

e)

Date of the transaction

10 December 2020

f)

Place of the transaction

AQSE Growth Market

 

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