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Seeing Machines Ltd - Issue of Shares to Directors and Staff & TVR

RNS Number : 6580C
Seeing Machines Limited
19 October 2015
 

Seeing Machines Limited

Issue of Shares to Directors and Staff

and Total Voting Rights

19 October 2015

Seeing Machines (AIM: SEE), the AIM-listed company with a focus on operator monitoring and intervention sensing technologies and services, announces that on 16 October the Board resolved to issue equity to directors and staff under the terms of the Company's share plan.  In line with the Company's usual practice of conducting annual reviews of performance and remuneration, the Company is issuing equity to staff based on performance for the 2015 financial year.  The Company is also issuing shares as part of the remuneration of non-executive directors.  

Issues to Staff

The Company is making the following offers of equity to staff:

General staff offer:  The first offer is a general offer of new fully paid ordinary shares of no par value ("New Ordinary Shares") to eligible staff who are not covered by the Company's other incentive schemes.  These staff will each receive New Ordinary Shares equivalent to AUD 3,750 (GBP 1,774), pro-rated for staff who were not eligible for the full financial year.  The issue price is 4.83 pence per share, being the average closing mid share price on AIM over the 5 trading days beginning on 21 September 2015, when the Company released its 2015 annual accounts.  A total of 1,553,697 New Ordinary Shares will be issued to 81 staff.  There are no loans for these shares and they vest on issue. 

Executive Short Term Incentive:  The second offer is an offer of New Ordinary Shares to nine executives as a short term incentive, and based on Company and personal KPI achievement for the 2015 financial year.  The issue price is 4.83 pence per share, the same as the general staff offer.  The number of shares issued to each executive varies based on their remuneration and performance.  A total of 564,413 New Ordinary Shares will be issued under this offer.  There are no loans for these shares and they vest on issue.

Executive Long Term Incentive - Performance Rights:  The third tranche is an offer of performance rights to ten executives as a long term incentive.  This does not involve the immediate issue of any New Ordinary Shares. 

In recent years the Company has used a trust and loan structure as a long term incentive, whereby shares are issued up-front but held by a trustee, and the shares only vest for the benefit of executives if certain conditions are met (in which case the Company provided a loan to enable the executives to purchase their allocated shares).  In July 2015 the Australian Government changed the tax laws governing employee equity plans, with the general effect that employees may now defer tax on equity offers in more circumstances, including when they receive performance rights or options.  As a result of these changes, the Board has adopted performance rights as a long term incentive tool, instead of using a more complex trust and loan structure. 

Consistent with recent long term offers, the executives are only able to exercise the rights, and have New Ordinary Shares issued to them, if, after three years from the end of the relevant financial year (i.e. for this offer, 1 July 2018): (a) the Company's share price meets a target share price set by the Board when it made the offer; and (b) the executive is still employed by the Company (subject to a limited number of exceptions).  The rights vest in proportion to the target share price.  If less than 90 percent of the target share price is achieved, then none of the rights vest.

If these conditions are met then the executive may exercise their rights and the Company will issue the number of New Ordinary Shares set out in the offer.  The issue price of the New Ordinary Shares is 4.83 pence, consistent with the other offers.  The number of rights offered to each executive varies based on their remuneration and performance.  If all vesting conditions are met and all offers are exercised, a total of 5,965,559 New Ordinary Shares would be issued under these offers.

Executive Directors: Managing Director Ken Kroeger and Finance Director James Walker are participating in the 2nd and 3rd offers.  Their shareholdings are described below:

Ken Kroeger

Ordinary shares

2,272,357

Held through Cook Kroeger Superannuation Fund

Long term incentive plan - vested

2,803,125

Shares issued in 2012, vested but still held by trustee

Long term incentive plan - not vested

4,089,628

Shares issued in 2013 & 2014, not vested

This offer - short term incentive

64,286

Ordinary shares

This offer - long term incentive

1,680,684

Performance rights, not vested

Sub-total - ordinary shares and vested

5,139,768

 

Total

10,910,080

Includes all unvested shares and performance rights

Represents approximately 1.15 percent of total voting rights in the Company

 

James Walker

Ordinary shares

600,000

Held through Kirri Cove Pty Limited

Long term incentive plan - not vested

2,691,532

Shares issued in 2013 & 2014, not vested

This offer - short term incentive

69,796

Ordinary shares

This offer - long term incentive

684,279

Performance rights, not vested

Sub-total - ordinary shares and vested

669,796

 

Total

4,045,607

Includes all unvested shares and performance rights

Represents approximately 0.42 percent of total voting rights in the Company

 

Issue of Shares to Non-Executive Directors

As foreshadowed in the 2014 Annual Report, during the 2015 financial year the Board re-structured non-executive directors' remuneration to include an equity component, in order to more closely align their interests with shareholders.  Each non-executive director will receive 25 percent of their fee in the form of New Ordinary Shares, issued annually in arrears. 

A total of 832,992 New Ordinary Shares will be issued in respect of the 2015 financial year, allocated to non-executive directors as set out in the table below.  The issue price is 4.83 pence, the same as the offers of shares to staff. 

Director

New Shares issued

New Total Shareholding

Percent of total voting rights

Terry Winters

260,310

1,892,476

0.20 %

David Gaul

130,155

3,530,155

0.37%

James Walker

156,186

156,186

0.01%

Rudy Burger

130,155

156,186

0.01%

Michael Roberts

156,186

5,151,562

0.54%

 

The value of the New Ordinary Shares is included in the cap on non-executive directors' remuneration as set out in the Company's Constitution. 

 

Admission to AIM and Total Voting Rights

A total of 2,951,102 New Ordinary Shares will be issued to staff and directors under the offers described above.  Application will be made for these 2,951,102 New Ordinary Shares to be admitted to trading on AIM. It is expected that admission will occur on 23 October 2015.  Immediately following the admission of the New Ordinary Shares, the Company will have 943,929,411 ordinary shares in issue.

 

Enquiries:

Seeing Machines Limited

 

Ken Kroeger, Managing Director and CEO

+61 2 6103 4700

[email protected]

 

James Walker, Finance Director

+61 2 6103 4700

[email protected]

 

US media inquiries:

Troy Mickle

+1 415 218 3405

[email protected]

 

finnCap Ltd, Broker for Seeing Machines

Ed Frisby / Emily Watts
Corporate Finance

+44 20 7220 0500

Joanna Weaving, Corporate Broking

 

 

Newgate, Investment Communications for Seeing Machines

Robyn McConnachie

 

Tim Thompson

 

Lois Engstrand

Tel: +44 20 7653 9852 / Mob: +44 7540 706 191

[email protected]

 

Tel: +44 20 7653 9858 / Mob: +44 7710 718 649

[email protected]

 

Tel: +44 20 7653 9844 / Mob: +44 7540 248 478

[email protected]

 

 

 

 

About Seeing Machines

Seeing Machines, (AIM: SEE) is focused on operator monitoring and intervention sensing technologies and services. With more than 15 years of experience, Seeing Machines uses advanced detection and prevention safety assistance technologies to track eye and facial movement in order to monitor fatigue, drowsiness and distraction events, such as microsleeps, texting and cell phone use as they occur, while providing for a real-time intervention strategy, which improves operator, driver and environmental safety, preserves assets, and reduces risk. Seeing Machines' technology is used worldwide across the automotive, mining, transport and aviation industries; as well as many of the leading academic research groups and transportation authorities. Seeing Machines is headquartered in Australia and has offices in Tucson, Arizona, Mountain View, California and Santiago, Chile. The Company has strategic alliances with Caterpillar, Electro Motive Diesel, Boeing, Takata, SEMCo and Eye Tracking Inc.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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