Departing Directors’ Statement
Section 430(2B) Companies Act 2006 Statement
The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
As announced on 18 September 2017, Ian Penrose and Mickey Kalifa are stepping down from their current roles as Chief Executive Officer and Chief Financial Officer respectively and from the Board of Sportech plc. Mr Penrose’s employment will end on 31st December 2017 and Mr Kalifa’s employment will end on 31st October 2017.
The following arrangements in respect of their employment and remuneration have been determined by the Group’s Remuneration Committee. All payments and arrangements are in line with the Company’s Directors’ Remuneration Policy approved by shareholders at the AGM in April 2017. Further details will be included in the Company’s 2017 Annual Report, to be published in the spring of 2018.
Mr Penrose and Mr Kalifa will continue to receive their salary and contractual benefits up until the end of their respective employments.
Following the end of his employment, Mr Penrose will be entitled to receive a payment of £1,000 in consideration of obligations agreed with the Company in respect of the period of six months following the end of his employment, £448,920 as damages for breach of contract in respect of his notice period (which equates to 12 months’ salary and benefits under his contract of employment), a payment of £50,000 as compensation for loss of office together with a payment of £15,340 in lieu of ten days’ holiday accrued but untaken.
Following the end of his employment Mr Kalifa will be entitled to receive a payment of £254,000 (which equates to 12 months’ notice entitlement under his contract of employment) together with a payment of £50,000 as compensation for loss of office.
Mr Penrose and Mr Kalifa will remain entitled to receive an annual bonus in respect of 2017, to be paid at the usual time and pro-rated to the end of their respective employments. These bonuses, which will be subject to malus and clawback provisions, will be determined by the Remuneration Committee in the normal way, considering the detailed financial and strategic objectives applying to such bonuses, save for certain strategic objectives irrevocably attained to date. The minimum bonus payment payable to Mr Penrose in respect of such objectives will be £159,600 and the minimum bonus payment payable to Mr Kalifa in respect of such objectives will be £81,915.
The following arrangements apply to the long-term incentive awards which will be outstanding on the dates when Mr Penrose and Mr Kalifa’s employments end:
Mr Penrose
The award granted to Mr Penrose in 2015 under the Sportech LTIP (LTIP) will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions. No pro-rating for time will be applied to this award.
The award granted to Mr Penrose in 2016 under the LTIP will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions, and will be pro-rated to reflect the period of time from 9 March 2016 to 9 March 2018 as compared to three years save that, where this award vests in the context of a takeover of the Company and the Remuneration Committee exercises its discretion to accelerate the vesting of all other outstanding awards granted under the LTIP, the pro-rating of this award will be calculated by reference to the period of time from 9 March 2016 to 9 March 2018 as compared to the period of time from 9 March 2016 to the date of the takeover.
All awards granted to Mr Penrose under the LTIP will continue to be subject to malus and clawback provisions.
Mr Penrose will be entitled to retain the shares issued to him pursuant to the Sportech PLC Value Creation Plan (VCP) and such shares will vest, subject to performance, on their normal vesting date (being 1 January 2022 or, if earlier, the date of a takeover or demerger of the Company). The number of shares that will vest will be reduced to reflect the period of time from 31 December 2018 to the vesting date as compared to the period of time from 1 January 2017 to the vesting date. If the vesting date falls on or before 31 December 2018 (that is, as a result of a takeover or demerger), Mr Penrose’s VCP shares will vest in full.
Mr Kalifa
The award granted to Mr Kalifa in 2015 under the LTIP will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions, and will be pro-rated to reflect the period of time from the date of grant to 31 December 2017 as compared to three years.
The award granted to Mr Kalifa in 2016 under the LTIP will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions, and will be pro-rated to reflect the period of time from 9 March 2016 to 31 December 2017 as compared to three years save that, where this award vests in the context of a takeover of the Company and the Remuneration Committee exercises its discretion to accelerate the vesting of all other outstanding awards granted under the LTIP, the pro-rating of this award will be calculated by reference to the period of time from 9 March 2016 to 31 December 2017 as compared to the period of time from 9 March 2016 to the date of the takeover.
All awards granted to Mr Kalifa under the LTIP will continue to be subject to malus and clawback provisions.
Mr Kalifa will be entitled to retain the shares issued to him pursuant to the VCP and such shares will vest, subject to performance, on their normal vesting date (being 1 January 2022 or, if earlier, the date of a takeover or demerger of the Company). The number of shares that will vest will be reduced to reflect the period of time from 6 September 2018 to the vesting date as compared to the period of time from 1 January 2017 to the vesting date. If the vesting date falls on or before 6 September 2018 (that is, as a result of a takeover or demerger), Mr Kalifa’s VCP shares will vest in full.
