As at 31 May 2019, notifiable shareholdings including CFD positions were:
|Shares owned by other investors|
|Standard Life Aberdeen||53,269,132||5.94%|
|Merian Global Investors||34,581,168||5.94%|
|The Vanguard Group||21,482,220||3.69%|
|Legal & General Group||17,574,417||3.02%|
|Total of +3% holdings||254,772,396||43.78%|
|Shares owned by directors and related parties||1,037,762||0.18%||*|
|Total shares in issue||581,892,495||100%|
The 2015 LTIP was approved by shareholders on 15 December 2015. Its rules are summarised on pages 325 to 329 of the prospectus published on 15 November 2015. The key terms of the scheme are:
- The total number of options allowed to be granted cannot exceed 10% of the issued share capital at the time of grant
- The options attract a dividend credit
- The grant price cannot be less than the market value of the shares at the time of grant
- Performance conditions apply – a comparator of TSR against the FTSE250
- The scheme has a 10 year life
On 1 May 2018, the following awards were outstanding:
|Grant price||Number of options currently unvested||Vesting conditions|
|Kenneth Alexander||￡4.22||977,564||Vests on 2 August 20187|
|Paul Miles (1)||￡4.22||38,889||as above|
|Lee Feldman (2)||￡4.67||488,782||as above|
1. The Company has granted this option under the exemption to Listing Rule 9.4.1 contained in Listing Rule 9.4.2 (2). The rules governing the option are identical to the rules of the GVC 2016 Management Incentive Plan (“MIP”) except in respect of the latter’s eligibility provision and the rules of the MIP are identical to the 2015 LTIP practically in all key respects.
2. Due to certain limitations associated with the grant of options to individuals subject to U.S. federal income taxes, Lee Feldman’s Option is granted at a higher exercise price which represents the market value of the Shares as of the date at which the scheme became effective, being, ￡4.67. In order to compensate Lee Feldman for the higher exercise price, the Company has agreed to pay him a cash bonus of ￡1,979,567 (being ￡4.67 less ￡4.22 multiplied by 4,399,037 (the original number of shares under option)). This cash bonus is to be paid over the 30-month vesting period of the option, but only upon vesting and satisfaction of the performance condition described below. Mr Feldman has agreed to invest 50% of the after tax proceeds of the bonus in Shares.
The?GVC 2017 Long Term Incentive Plan (“LTIP”) was approved by shareholders at the General Meeting held on 14 December 2017.? The following award were granted to Executive Directors in 2017:
Number of Shares subject to an award
The awards will normally vest on 28 December 2020 being the third anniversary of the Award Date subject to the satisfaction of the relative Total Shareholder Return (50%) and the cumulative Earning Per Share (50%) performance conditions.
Further information on the 2017 LTIP can be found in the Company’s EGM circular dated 21 November 2017 and in the Directors’ Remuneration Report contained in the 2017 Annual Report, both of which can be found here.
After consulting with GVC’s Chairman and Remuneration Committee Chair, GVC’s Chief Executive Officer has volunteered to reduce his annual salary from ￡950,000 to ￡800,000.? This offer was made in light of recent shareholder and proxy adviser feedback on GVC’s 2018 remuneration report and on our Remuneration Committee Chair. This change will take effect from 1 June 2019.
Paul Bowtell will retire as a Director of GVC Holdings Plc on 5 March 2019 and will remain an employee until 5 March 2019, during which time he will work on a variety of integration projects and undertake an orderly handover and?transition of responsibilities.
The Remuneration Committee has determined that the following arrangements were fair and reasonable, consistent with the Directors’ Remuneration Policy and in line with?Paul’s contractual entitlements.
- Paul remains eligible to receive an annual bonus in respect of 2018. He shall not be eligible for a 2019 annual bonus.
- Paul will be conferred eligible leaver status to allow him to retain his unexercised his 2018 long term incentive plan award post his termination. This award will continue to vest over the original vesting period i.e. there is no acceleration of vesting, and the award will remain subject to a) malus (i.e. the potential claw-back of any unvested element), b) the future satisfaction of performance measures, c) time apportionment based on service and d) the post vesting holding period.
Further details will be provided in the Directors’ Remuneration Report published next year
Follow-up Response to vote on 2018 AGM Resolution 2 Vote
In response to the voting outcome on Resolution 2 at the GVC Holdings plc Annual General Meeting on 6 June 2018, this follow-up provides an update to the statement we made after the vote.
The Board was naturally disappointed with the overall voting outcome of 56.06% in favour of the 2017 Annual Remuneration Report.? As set out in our initial statement, the Remuneration Committee had sought to balance the views heard from shareholders with the need to appropriately reward and retain a successful management team.
Since the vote, the Company Chairman, Lee Feldman, and the Senior Independent Director, Stephen Morana, have conducted a corporate governance roadshow with a number of our largest institutional shareholders, at which we had a frank and open discussion on remuneration at GVC.? These discussions highlighted that shareholders’ primary concern centred on legacy arrangements for the CEO and Chairman.? These arrangements are now fully vested and do not form part of our ongoing Remuneration Policy, which is aligned with UK best practice expectations, and received support from over 90% of our shareholders in 2017.
We would like to thank shareholders for taking the time to engage with us and we have noted the feedback received.? The Committee has seen and extensively discussed the feedback received in relation to remuneration and remains committed to active shareholder engagement going forward, which will be used to inform future decision-making.
Further details will be provided our Annual Report 2018, with the 2018 Remuneration Report being put to an advisory shareholder vote at the 2019 AGM in the usual manner.?
Correction to 2018 Annual Report
There was an error in the related party note in the GVC 2018 accounts on page 153 in respect of the payments made to Lee Feldman. Up until the end of 2017 GVC paid Twin Lakes Capital, a company affiliated with Lee Feldman, a fee for office use of ￡50,000 a year under legacy arrangements. At the end of 2017, with the adoption of the current remuneration policy, the office services charge was terminated and the Chairman’s remuneration arrangements were simplified and he moved to an annual fee of? ￡350,000. In 2018, this annual Chairman’s fee was paid to Twin Lakes Capital and during the preparation of the 2018 accounts this annual Chairman’s fee was incorrectly allocated in the related party note as “office services”.? The correct disclosure in the related party note should have stated “nil” for 2018 in relation to office services.
As the Company is incorporated in the Isle of Man, the rights of shareholders may vary from those of a UK incorporated company. Details on those rights is shown in the Company’s articles which can be found elsewhere on this website. A summary of the shareholder rights, and Isle of Man corporate law, is included in page 254 (part 10, paragraph 5) of the Prospectus published in February 2018.
As a company traded on the London Stock Exchange and incorporated in the Isle of Man, GVC Holdings PLC is subject to the UK City Code on Takeovers and Mergers.
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