XP Power Ltd Grant of LTIP and RSU awards
April 23 2020 - 2:00AM
UK Regulatory
TIDMXPP
23 April 2020
XP Power Limited ("XP" or the "Company")
Grant of Long Term Incentive Plan (LTIP) and Restricted Share Units (RSU)
awards
The Company announces that following its Annual General Meeting held on 21
April 2020 that on 22 April 2020, certain Directors of the Company were awarded
a nominal priced option, under the XP Power Limited Long Term Incentive Plan
2017 (the "LTIP's") approved by shareholders on 19 April 2017 and restricted
shares, under the XP Power Limited Restricted Share Plan 2020 (the "RSU's")
approved by shareholders on 21 April 2020, over ordinary shares of 1p each in
the Company ("Ordinary Shares") as detailed below.
Director Number of Ordinary Number of Ordinary
Shares over which Shares over which
LTIP's granted RSU's granted
Duncan Penny 14,563 1,820
Gavin Griggs 10,453 1,307
Andy Sng 3,236 405
TOTAL 28,252 3,532
The vesting of the LTIP's is conditional on meeting performance conditions
measured over a three-year period as described below. LTIP awards are subject
to a two year holding period post vesting.
The RSU award is not subject to performance conditions and will vest five years
after the date of grant.
Performance conditions
1. Adjusted Earnings Per Share Target
Up to 66.7% of the total LTIP awards will vest on the achievement of total
adjusted earnings per share ("EPS") for the three financial years ending 31
December 2020, 2021 and 2022 (the "Performance Condition Period") as shown in
the following table:
Total EPS for the three financial Max. No. of Ordinary Shares vesting
years ending 31 Dcember 2020, 2021 and subject to the EPS Target
2022 ("EPS Target")
Below 523.4p No vesting
523.4p 25% of total LTIP award
586.0p 100% of total LTIP award
Achievement of the EPS Target between 523.4p and 586.0p will result in the LTIP
awards vesting on a straight-line basis and any entitlement to a fraction of an
Ordinary Share shall be rounded down.
2. Total Shareholder Return ("TSR") Target
Up to 33.3% of the total Awards will vest dependent upon the performance of the
Company's TSR measured against that of the FTSE250 over the Performance
Condition Period. 25% of the total LTIP award will vest at median performance
with 100% of the total LTIP award vesting at the 80th percentile. Vesting
between these points will be measured on a straight-line basis.
The Remuneration Committee notes that the XP Power closing share price at 31
December 2019 was GBP31.00 and on 3 March 2020, the date of the publication of
the final results for 2019, the share price was GBP32.50. The closing share price
on 21 April 2020, which was used to calculate the number of LTIP and Restricted
Share awards, was GBP30.90.
The LTIP contains provisions giving the Remuneration Committee the ability to
apply discretion to adjust any formulae and workings to reduce vesting levels
if this is deemed necessary to ensure pay-outs fully and properly reflect
overall performance and shareholder experience and in response to exceptional
negative events. Malus and clawback provisions as set out in the Company's
Remuneration Policy are also in place to reduce or recover the awards.
1. Details of the person discharging managerial responsibilities/person
closely associated
(a) Name Duncan Penny
Gavin Griggs
Andy Sng
2. Reason for the notification
(a) Position/status Duncan Penny - Chief Executive
Gavin Griggs - Chief Financial Officer
Andy Sng - Executive Vice President, Asia
(b) Initial Initial notification
notification/
Amendment
3. Details of the issuer
(a) Name XP Power Limited
(b) LEI 213800I7RWQ3FV72EZ26
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 Ordinary Shares of GBP0.01 each in the Company
the Financial
Instrument
(b) Identification SG9999003735
code of the
Financial
Instrument
(c) Nature of the Award of options over Ordinary Shares as part of
transaction the XP Power Limited Long Term Incentive Plan 2017.
The potential vesting of the awards are subject to
earnings per share and total shareholder return
targets.
(d) Price(s) and Price(s) Volume(s)
volume(s)
Exercisable at nominal Duncan Penny
price of 1 pence per 14,563
Ordinary Share Gavin Griggs
10,453
Andy Sng
3,236
(e) Aggregated
information Duncan Penny 14,563
- Aggregated Gavin Griggs 10,453
volume Andy Sng 3,236
TOTAL 28,252
- Price
Exercisable at nominal price of 1 pence per
Ordinary Share
(f) Date of the 22 April 2020
transaction
(g) Place of the n/a
transaction
1. Details of the person discharging managerial responsibilities/person
closely associated
(a) Name Duncan Penny
Gavin Griggs
Andy Sng
2. Reason for the notification
(a) Position/status Duncan Penny - Chief Executive
Gavin Griggs - Chief Financial Officer
Andy Sng - Executive Vice President, Asia
(b) Initial Initial notification
notification/
Amendment
3. Details of the issuer
(a) Name XP Power Limited
(b) LEI 213800I7RWQ3FV72EZ26
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 Ordinary Shares of GBP0.01 each in the Company
the Financial
Instrument
(b) Identification SG9999003735
code of the
Financial
Instrument
(c) Nature of the Award of options over Ordinary Shares as part of
transaction the XP Power Limited Restricted Share Plan 2020.
(d) Price(s) and Price(s) Volume(s)
volume(s)
Exercisable at nominal Duncan Penny 1,820
price of 1 pence per Gavin Griggs
Ordinary Share 1,307
Andy Sng
405
(e) Aggregated
information Duncan Penny 1,820
- Aggregated Gavin Griggs 1,307
volume Andy Sng 405
TOTAL 3,532
- Price
Exercisable at nominal price of 1 pence per
Ordinary Share
(f) Date of the 22 April 2020
transaction
(g) Place of the n/a
transaction
-Ends-
Enquiries:
XP Power
Duncan Penny, Chief Executive Officer +44 (0)118 984 5515
Gavin Griggs, Chief Financial Officer +44 (0)118 984 5515
Citigate Dewe Rogerson +44 (0)20 7638 9571
Kevin Smith/Jos Bieneman/Sam Stibbs
END
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April 23, 2020 02:00 ET (06:00 GMT)
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