19 February 2024
Cavendish Financial PLC
("Cavendish", the "Company" or the "Group")
Aligning our employees and shareholders
Launch of SIP and Co-investment Plan
Cavendish announces, today, the establishment of a company-wide Share Incentive Plan and a discretionary Co-investment Plan as part of a structured plan to ensure that its people are aligned with shareholders and incentivised to create shareholder value over the medium-term through the consistent delivery of our strategy.
A summary of the principal features of each plan is set out below for information purposes only.
Company-wide Share Incentive Plan
Under an HMRC tax-advantaged Share Incentive Plan ("SIP"), all employees of Cavendish (including its executive directors) have been offered the opportunity to acquire up to £1,800 worth of new ordinary shares in the capital of the Company (known as "Partnership Shares"), and be awarded up to £3,600 worth of free ordinary shares in the capital of the Company on a buy 1 get 2 free basis (known as "Matching Shares"). The initial acquisition will be funded through a one-off bonus of £1,800 to each eligible employee which will not be paid unless the employee elects to participate in the SIP. Formal invitations under the SIP were made to employees on 19th February. The SIP is expected to close on or around 19 March 2024. Based on the closing price of Cavendish ordinary share on 16 February 2024 of 10.75p per share, the maximum shares that could be issued under the SIP is c.9.3m representing c.2.6% of the current issued share capital.
The Partnership and Matching Shares will rank for voting rights and dividends alongside other ordinary shares and shares held in the SIP for more than 5 years will receive beneficial tax treatment in accordance with the HMRC rules governing SIPs.
The SIP is operated through a special purpose trust which is administered by an independent trustee. Participants are being offered the opportunity to acquire their shares on a one-off, lump sum basis. They will immediately become beneficial owners of both the Partnership and the Matching Shares they acquire, but the Matching Shares must be held for 3 years and will be forfeited if the participant sells their Partnership Shares and/or ceases to be an employee of Cavendish or another member of the Group in those 3 years, except in certain good leaver circumstances.
Co-investment Plan
Alongside the company-wide SIP, the Group has launched a discretionary Co-investment Plan (the "CiP") to all employees at director level and above or equivalent in the operations leadership team.
Under the CiP, eligible employees (including executive directors) have been offered the opportunity to acquire, out of their own post-tax funds, ordinary shares in Cavendish at the prevailing market price, either through a one-off, lump sum subscription or monthly payroll deductions for 12 months (the "CiP Shares").
The CiP Shares will be held by the trustee of the Company's employee benefit trust, as nominee for the participants, subject to a 3-year lock up, but will rank for dividends and voting rights alongside other ordinary shares during this time.
In order to create a retention tool and align the senior team with our investors, as long as a participant remains an employee of the Group at the end of the 3-year lock up period (except in certain good leaver circumstances), additional shares ("Additional Shares") will be awarded to the participants based on the number of CiP Shares they acquired and the satisfaction of the following share price targets. The Target Base Price was 10.5p per share being the closing share price on 9 February 2024, the business day immediately before formal offers to participate were issued to employees:
| Premium to Target Base Price | Corresponding target share price | Additional Shares awarded for each CiP Share acquired |
| <75% | Less than 18.4p | 0.5 |
| >=75% | 18.4p | 2 |
| >=125% | 23.6p | 3 |
| >=175% | 28.9p | 4 |
The target share prices include dividends paid over the duration of the CiP and will be assessed on a 20-day VWAP basis, in the 20 dealing days prior to the end of the 3-year lock up period.
Shares will also be awarded if any of the above hurdles are met on a 90-day VWAP basis at any time during the 3-year lock up period, but will only be received by employees at the end of that period and subject, inter alia, to continued employment (other than in certain good leaver circumstances). Where both the 20-day VWAP and 90-day VWAP targets are met, participants will receive the highest number of shares payable of the two. Only one grant of additional shares can be awarded.
Non-binding indications of interest to invest were received from eligible employees representing c.£1.5m in aggregate which have been scaled back to £1.3m. In the event that formal applications to invest are received at the same level when the formal invitation period closes, and based on the closing share price of 10.75p on 16 February 2024, this would result in the issue of up to c.12.4m new ordinary shares (representing c.3.4% of Cavendish's issued share capital) and the maximum additional shares that could be issued if the highest share price hurdle is achieved would be c.49.5m new ordinary shares (representing c.13.7% of Cavendish's issued share capital).
It is expected that a similar plan (with targets adjusted based on the share price at the time) will be made under the CiP to new joiners and employees newly promoted to Director following the issue of the full year results to 31 March 2024, subject to an overall cap on issuance for initial, upfront investment of 5% of Cavendish's issued share capital including the CiP Shares expected to be issued under the current plan.
Cavendish intends to manage the overall shareholder dilution of the CiP through funding its EBT to make market purchases over time with the intention of limiting the ultimate overall dilution from share option and employee incentive plans to less than c.15% of the total issued share capital.
Julian Morse and John Farrugia, co-CEOs of Cavendish said:
"In September we completed our merger creating Cavendish, a leading strategic financial adviser for the mid-market, with over 200 retained corporate clients and wide product expertise across ECM, public and private M&A, debt advisory and private capital.
Since that day our people - our key asset - have focused on delivering high quality advice, service and execution to our clients and on retaining and growing our client base and transaction pipeline.
We are delighted by the response from our teams to the plans we have announced today, which will help us retain our talent and ensure our entire team is incentivised to grow Cavendish over the medium-term, building shareholder value and aligning them with our shareholders."
CONTACTS
Cavendish (Management) Tel: +44 (0) 20 7220 0500
Julian Morse, Co-Chief Executive Officer investor.relations@cavendish.com
John Farrugia, Co-Chief Executive Officer
Ben Procter, Chief Financial Officer
Grant Thornton (Nominated Adviser) Tel: +44 (0) 20 7383 5100
Philip Secrett/Samantha Harrison/Ciara Donnelly
END
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